A Second Chance
by Brony1984
Summary: [AU] Godzilla's body begins to melt down, but instead of dying, the King of Monsters suddenly finds himself in Equestria... as a pony. [Takes place at the end of Godzilla Vs. Destroyah and during Season 5 of MLP:FIM.]
1. Chapter 1

**Disclaimer** : Godzilla and My Little Pony: Friendship is Magic belong to their respective owners... which doesn't include me.

 **Rating** : T

* * *

 **Chapter 1: Departure and Arrival**

Tokyo, Japan's capital, and the world's most populous metropolis. A city that offered limitless choices in shopping, dining, entertainment and culture for locals and tourists. Tonight, however, it was a battlefield. Specifically, there was a brutal battle taking place, among the remains of Haneda Airport, between two colossal titans, known as Kaiju.

One was a monster that Japan's inhabitants were all too familiar with. A living mountain of flesh and bone that stood over 100 meters tall. In this case, it was more like a volcano, given the lava-like patches covering his charcoal gray scales in multiple places, including down the entire length of his star-shaped dorsal spines. As he flexed his claws in an aggressive manner, his massive tail slammed into the airport's control tower with such force that the structure was instantly reduced to rubble. Like the first creature of his species that appeared over forty years ago, he was a powerful force of nature, never bending to the will of those who feared and opposed him, and destroying any and all who dared to attack him. For these reasons alone, the people of Japan bestowed upon him the name and title of his predecessor.

Godzilla: King of the Monsters

The mutated dinosaur's glowing red eyes were burning with unbridled rage, his lips curling back in a growl, revealing his fangs and serrated teeth. A second later, Godzilla let loose a roar that seemed to shake the very air.

The response he received was a demonic screech from his opponent.

Hoping to find a way to kill Godzilla, scientists tried to recreate the Oxygen Destroyer, a weapon designed by the late Dr. Serizawa, which was used to destroy the first Godzilla in 1954. They succeeded... though not in the way they anticipated. The result came in the form of a small colony of Precambrian organisms, mutated by the formula. They grew and evolved at an accelerated rate, becoming large crab-like monsters with deadly abilities, capable of holding their own against the Japan Self Defense Forces. They continued to grow, eventually merging into one large kaiju with bat-like wings. After barely surviving a skirmish Godzilla's adopted son, Godzilla Junior, the creature emerged once again, this time in a stronger form that actually outmatched the King of Monsters in size. Armed with massive claws, spike protrusions, razor sharp teeth, dragon-like wings, long pincer-tipped tail, a large fiery orange horn, and covered from crested-head to clawed toe in crimson red armor, the monster dubbed "Destroyah" was a fearsome and formidable foe.

Gathering around the two warring kaiju, but still maintaining a minimum safe distance, were several JSDF military vehicles, each equipped with specially designed freezing weapons. The Super-X III, similarly armed with a freezing laser and cadmium tipped missiles, was flying overhead. However, they were not joining the fight yet. They were standing by, waiting for a specific moment to strike.

Godzilla's current appearance had raised questions and concerns. Looking for answers, the representatives of the JSDF turned to a college student, Keniche Yamane, who was a type of expert in things involving the King of Monsters. He suspected that Godzilla's heart, which was like a nuclear reactor, was failing, which was causing the beast's body to go through a nuclear meltdown.

Godzilla was dying.

The JSDF considered this a godsend, as this would mean that Japan's greatest threat would be no more. Unfortunately for them, this blessing turned out be a curse as well. Kenichi theorized that when Godzilla's body temperature reached 1,200 degrees Celsius, he would explode, resulting in a blast that would decimate Japan, and possibly take a good chunk out of the Earth as well. Acting quickly, they deployed the newly christened Super-X III, outfitted with the latest in anti-nuclear cold weaponry, to prevent this catastrophe. It was successful in stopping the explosion, but danger was still present. Godzilla's body would still melt, and the superheated remains would bore a hole to the Earth's core, destroying the planet.

It was hoped, because Destroyah was born with abilities that were similar to the weapon that killed the first Godzilla, that bringing the two together to fight would result in the current King's death, preventing the meltdown altogether. Unfortunately, Godzilla's worsening condition seemed to also increase his power with each passing moment, making him more than a match for even the living Oxygen Destroyer.

The only option left was to wait for Godzilla's temperature to reach 1,200 degrees. It would be at that exact moment that the JSDF would need to act, and unleash all of their freezing weapons upon Godzilla. Hopefully, that would lessen the damage enough to prevent the end of the world.

Until then, they were merely spectators, watching as Godzilla fought his greatest battle.

His _last_ battle.

* * *

Godzilla threw his jaws open, unleashing another Red Spiral Ray, pouring all of his rage and hatred into it. It found its mark, blowing off a large piece of his adversary head crest, drawing a pain-filled screech from it. He repeated the process, each beam larger and more powerful than the last, leaving large burns across Destroyah's body. With each blast, a shockwave of energy would explode outward from the King of Monsters, wracking his body with excruciating pain. But he didn't relent; he didn't care how much it hurt him. All that mattered was inflicting as much pain as he could upon the red bastard before him, make it suffer with every last breath it drew.

Make it pay for taking his son from him.

Destroyah let out a screech that was laced with traces of fear. With a several flaps of its massive wings, suddenly took to the sky, its need to survive taking over.

Godzilla roared in defiance; he had no intention of letting it escape. He prepared to fire another blast, but as he did, another powerful pulse tore through him, forcing him to cancel his attack. He snarled as he watched the beast rise higher. It didn't get very far. From his left, multiple blue laser beams shot forth and struck both of Destroyah's wings. Godzilla looked and saw several military vehicles firing the beams. He looked back up to the sky and saw the aircraft that had frozen him from before also firing at the red monster. Within seconds, both the bastard's wings were completely frozen over, and it let out a pitiful screech as it began to plummet.

As it fell, the ice from its wings began to rapidly cover the rest of Destroyah's body. When the kaiju was back in range of Godzilla's ever rising body temperature, the sudden, rapid change from cold to hot caused Destroyah to go into thermal shock. The second after it hit the ground, the crimson body exploded.

Destroyah was no more.

As the dust settled, Godzilla stood alone, feeling his rage leave him. His son's murderer was now dead, but he did not feel victorious. He turned his head and looked to where his child's body was, and he was quickly consumed by grief. He had failed to protect his son, the only other member of his species.

Once again... Godzilla was alone.

And then, the kaiju wasn't alone. He felt a sudden presence nearby, one that felt familiar to him. He looked around him, but didn't see anything but the military. Whatever this presence was, it wasn't them.

 _"Gojira..."_

Godzilla's eyes widened. He heard a voice, clear as day – in his mind. He recognized the presence now. He had encountered it... her a few times before. It was a human female, one who had the ability to speak to him telepathically. Although he despised all humans, she was the only one he had a bit of respect towards.

 _ **"Miki Saegusa."**_

Another crippling tremor wracked his body, causing him to grit his teeth in pain as he reached a claw to his chest. He was then hit by a wave of great sadness... coming from the female he was connected with.

 _ **"What is happening to me?"**_ he asked mentally.

Rather than receiving a reply, Godzilla's mind was suddenly filled with images, flashbacks, all from Miki's point of view. Days worth of memories swept through his mind's eye in less than a minute. A moment later, he nodded in understanding.

 _ **"I see,"**_ he thought, sadly. _**"I'm dying."**_

 _"...Yes..."_ Miki replied, her sadness growing stronger.

 _ **"It's funny,"**_ he thought humorlessly. _**"The humans have tried many times to kill me, yet I was too strong for anything that they threw at me. Now, in the end, it's my own power that will end me."**_

Godzilla felt multiple impacts against his body. He looked to see the military vehicles firing their freezer weapons at him. They provided little comfort from the heat this time. There was no hope of saving him, they were just trying to save the planet at this point.

 _ **"Looks like everyone will finally get what they wanted – my death."**_

 _" **I** didn't want that."_

Godzilla sensed the sincerity in her statement, and he was actually touched by that. _**"Then you are the only one to feel that way. Everyone else fears me... or hates me. Yet it was their use of nuclear energy that created me! And for that, I hate them."**_ He growled. [b][I] _ **"I didn't ask to become this... monster. All I ever wanted was to be left alone... in peace."**_

 _"You wanted peace,"_ Miki agreed. _"But you didn't want to be alone."_

Godzilla's growled died in his throat and his expression softened. She was right. He had longed for kinship over the years. He had searched for others of his kind. His species was adaptable, one of the very few to survive the changes the Old World went through. The previous Godzilla was one of the few remaining that he had been aware of, but surely there had to be a some left. But as time went by, it was looking as though he was indeed the last of his race.

Then, one night, he sensed it. A spark. It was faint, but it was definitely there. He followed it to the source, and he found it. An infant, but definitely a member of his kind. Since then, Godzilla took it upon himself to raise the hatchling as his own, to care for it, and to protect it. And for a short time, he was content.

Godzilla was enveloped by his own sadness as he looked at the lifeless body of his adopted son, again reminding him of his failure. He felt Miki's sadness as well, but there was another emotion that had joined it – guilt. Filtering through the memories she shared with him, and he came across one that roused his ire.

 _ **"You helped lead my son to Destroyah, that bastard that killed him."**_ he thought at her accusingly.

Miki's guilt was soon followed by shame. _"...I'm sorry."_

Godzilla wanted to hate her, wanted to lash out at her, blast her with his atomic breath, anything to make her get out of his mind. But he didn't do any of these things. The truth was she was the only one left that he shared any kind of connection with. And with his death looming closer by the second, he didn't want to be alone.

He sifted through her memories that revolved around the event. She had been against the idea from the beginning, believing it wasn't right to use the little one as bait to lure Godzilla into battle with Destroyah. But her superiors were willing to do anything to stop Godzilla's meltdown, and they intended to go through with their choice with or without her. They had another human with abilities like her own, who would willingly take on the task. In the end, Miki went along anyway, because she wanted to be there to watch out for him.

The sad truth, Godzilla realized, was that it was because of him that his son was put in harm's way.

Godzilla moved forward through the last few memories. She had been there, at his son's side when he died; she had cried for him. His death had hurt her almost as deeply as it had hurt Godzilla. Seeing this, the kaiju king's anger faded. He didn't say anything, but Miki could feel his understanding and eventually his forgiveness. Her feelings of shame and guilt did not disappear, but they diminished greatly.

Neither spoke for a moment, merely sharing each others' company. The moment was shattered when the ever-present searing pain shot through the roof, causing Godzilla to screech in agony. Looking down, he saw that the glowing patches on his body were rapidly spreading, covering his the rest of his dark scales. He lifted his hand to look at it; his flesh had begun melting off the bones, and the bones were next to go.

 _ **"This is it,"**_ Godzilla thought in eerie calmness. Suddenly, his eyes began to blur, as new images began to cross his vision. _**"What's going on?"**_

 _"I may not be able to stop the pain, but perhaps this will help ease it until the end,"_ Miki answered.

In his mind's eye, Godzilla saw memories, both his and the human's. They were of his son, when he was just a baby, interacting with Miki, and a few other humans. There was the time when Godzilla first met the child in person, before leaving together. More memories of the time they spent on Birth Island, bonding together and happy. Sure enough, as Godzilla looked at these images, he felt his spirits lift, numbing him to the pain a bit.

 _ **"... Thank you."**_ As the memories faded, for the first time in a long time, the King of Monsters felt at peace. _**"Farewell... Miki."**_

 _"Good-bye... Gojira."_

Godzilla felt the connection between them begin to diminish, but remained calm. He looked up to the night sky for what would be the last time. His vision began to blur, the heat from the meltdown causing his eyes to melt; and then, there was a bright flash light in the space in front of him.

The last thing he saw before everything went black was a pair of large, gentle blue eyes, and two massive, multicolored wings.

* * *

Magenta eyes shot open as Princess Celestia awoke with a gasp. The white alicorn sat up in her bed, her attention immediately drawn to her horn, which was currently pulsing with magic. Recognizing the meaning of the sensation, she quickly got out of her bed. As she did, she heard a faint rumble coming from outside. Sparing a glance towards one of the open windows of her chambers, she saw her sister's beautiful night sky, but no storm clouds, so the sound could not have been thunder. Making a quick mental calculation, she determined that it was still a few hours until time to raise the Sun. She turned her attention to her nightstand, upon which sat her golden regalia. She levitated them to her and quickly put them on, intending to leave her chambers and locate Luna as soon as possible.

She had barely taken two steps, however, before there was a bright flash of blue magic a few feet in front of her. Taken slightly off guard, she blinked to clear her eyes, and when she looked again, there stood the pony she was intending to find. As she suspected, her little sister's horn was also aglow with magic, and she looked a little wobbly on her hooves.

"Sister!" Luna raised a hoof to take a step towards her sibling, but she was stopped by a sharp pain in her head. She quickly closed her eyes to quell the sensation while raising her hoof to her head. She felt herself sway, before a foreleg wrapped around her, keeping her steady.

"Easy, Lulu," Celestia cooed softly, gently cradling the younger alicorn. She delicately touched her horn to Luna's, summoning a healing spell. "Just relax, the pain will subside."

Heeding her advice, the Princess of the Night leaned against Celestia as she felt the warmth from her sister's magic flowing through her, alleviating the worst of the pain within a few minutes. Once she felt the magic stop, she opened her eyes and pulled back from the embrace just enough to look up into her sister's caring face and see her warm smile, which she reciprocated. Her focus was soon drawn to the white alicorn's horn, which was enveloped in her golden aura.

"You sense it, too." It was more of a statement than a question.

Celestia nodded. "Have you seen anything tonight that might be the cause?"

"Indeed," replied Luna as she took a step back from her sister. "It is occurring over the Everfree Forest."

" _Over_ it?"

Luna nodded. "You need to see for yourself." With that, the glow around her horn intensified.

Seeing her intent, Celesita quickly stepped forward and placed a wing over her sister's withers, gaining her attention and stopping the spell. "Allow me, Luna." she offered gently. Her own flared brighter, and both alicorns disappeared from the chamber in a flash. A second later, they popped into existence again, this time standing on the balcony of the castle's tallest tower.

Luna looked at Celestia with an expression that was grateful, but also a little envious. Her older sister gave her a sympathetic smile. Alicorns have always had a deeper connection to the land than most ponies, thus were able to sense large magical anomalies that occurred, like the one they were feeling now. Such sudden surges of energy were a shock to their bodies, leaving them physically weak for awhile. Celestia, having lived in Equestria the longest, had experienced quite of few of these abnormalities now and again, and thus had built up an immunity to their effects. Luna, unfortunately, had yet to build up as strong a resistance, having returned from her banishment only a few years ago.

Giving her sibling a quick, assuring nuzzle, Celestia removed her wing and looked in the direction of the Everfree Forest.

Her jaw nearly dropped at the sight.

Hovering high in the sky above a large portion of the dark forest was a massive cloud of magical energy. It was a bright reddish-orange, and every few seconds there was a flash which would make it burn brighter for an instant. With every pulse, a rumble followed, like thunder. Anypony else that was awake and seeing this would think it was a huge, unnatural, and oddly colored storm cloud.

"I've never seen, or felt, such a large amount of raw magic before," said Luna as she stared at the cloud, which was slowly descending and beginning to dissipate across the Everfree in all directions. "What do you think it is, Sister?"

When she did not receive a response after a few seconds, the blue alicorn turn to her older sibling, who had her eyes closed and brow furrowed, giving her a look of one in deep concentration.

"Tia?" She said again, stepping towards Celestia with concern. "What is it?"

A second later, Celestia opened her eyes and regarded her little sister. "I think something new has come to Equestria, Luna."

Luna's eyebrows shot up in surprise. "What do you mean?"

"Do you remember what I told you about how Twilight Sparkle became my student?"

The young alicorn blinked at the sudden question. "Y-yes, you said that she unleashed a large amount of magic during her entrance exam, more than anypony thought possible for a filly her age."

Celestia nodded. "Yes, and after she calmed down, most of that magic simply dissipated, eventually becoming ambient energy." She then turned her attention back to the massive cloud; by now, most of it now covered the forest like a blanket. "This anomaly feels similar to what I felt with Twilight that day."

After a moment of contemplation, Luna nodded in understanding. "You believe that somepony is the cause of this surge?"

"Yes... and no. This energy feels different from unicorn magic, or that of any creature that dwells in this land." Celestia explained. "Whatever unleashed this magic is... foreign to Equestria." She cast her gaze up to the stars. "Foreign to this world."

Luna followed her sister's line of sight, letting the words sink in. The thought of something from the beyond the heavens coming to their world was intriguing, but at the same time, troubling. She turned to Celestia, a question forming on the tip of her tongue. Before she could ask it, however, something caught her eye, and she looked to see a familiar patch of green smoke speeding towards the princesses. When it was a few feet in front of them, it stopped, and with a flash, it became a sealed scroll.

Catching the scroll in her field, Celestia broke the seal, unrolled the scroll, and began reading aloud the hastily scribbled message.

 _"Princess Celestia,_

 _This is Spike. Something's wrong with Twilight! I was sleeping, when all of a sudden, I was woken up by a loud explosion. At the same time, I heard Twilight screaming. I ran to her bedroom, and saw her thrashing in her bed like she was in pain. I thought she was having a nightmare and I was going to wake her up, but then I noticed her horn was glowing brightly. Then she let out another scream, and then she fainted! Thankfully, she still breathing, but her horn's still glowing._

 _Please help!"_

Luna frowned as her sister finished reading. "So, young Twilight has felt this surge as well. The poor mare, it would seem that her ascension is as much a curse as it is a blessing right now."

The Day Princess gave a solemn nod as she banished the scroll with her magic. She looked down at the cloud above the Everfree Forest; most of it had dissipated by now, leaving behind a light reddish fog amongst the trees. At the same time, she could feel the pressure on her horn dulling significantly, indicating the aftereffects were fading. Looking over at Luna, she saw the magic around her horn dimming and a look a relief coming across her face.

"Feeling better, Luna?" she asked, again resting her wing on the younger alicorn's back.

"Yes," replied Luna, a small smile on her lips.

"Good. Then, if you're feeling up to it, I would like you to go down to Ponyville and tend to Twilight. You remember the healing spell I used?"

Luna nodded, but then blinked in confusion. "What of you, Sister? Will you not go to see Twilight?"

"I will," Celestia assured, "but first, I must make a quick trip to the Crystal Empire to check on Cadance. Despite the distance from here, there's a chance she may have felt the energy surge as well."

The Princess of the Night nodded, understanding the logic in Celestia's decision. Given that Cadance was also an alicorn, there was a chance that she, too, was affected by the anomaly here, despite being a great distance away. She also surmised that her sister intended to teleport to the kingdom, and considering the she was the least hindered by the surge, she was the logical choice to make the trip with little to no trouble. "Very well," Luna said "Take care, Sister, and give my best to Cadance."

"I will," replied Celestia, giving her little sister another quick nuzzle before removing her wing. "Tell Twilight that I will be by to see her as soon as I can."

"Of course."

Luna stepped back to give Celestia room to teleport. The older alicorn's horn began to glow. However, before she could complete the spell, she was stopped by her sister's voice.

"Tia!" Luna called, catching her big sister's attention, before asking the question that was on her mind earlier. "This... otherworldly creature you spoke of. Do you know if it is a friend... or a foe?"

Celestia looked down in contemplation for a moment, before shaking her head. "I do not know, Lulu." She then gave her a lighthearted smile. "I'm sure we'll find out soon enough."

With that, Celestia closed her eyes, and with a pop and a flash, she was gone. Luna frowned as she turned her gaze towards the Everfree. The last of the ambient magic had finally faded, and the forest looked undisturbed. One would think that nothing out of the ordinary had taken place at all. But she knew the truth. There was something down there, something new to Equestria What she didn't know was whether this something was an ally or another threat. She hoped it was the former, but given how Equestria seemed to be a stomping ground for random creatures with villainous intent, she wouldn't be surprised if it was the latter.

 _I just hope we are prepared to deal with... whatever this thing is when the time comes,_ Luna thought. She then shook her head and turned her attention to Ponyville. _All of us._ With that, she opened her wings and leapt off the tower, beginning her flight to her destination.

* * *

A low groan escaped Godzilla's throat as his consciousness slowly returned. His eyes opened, only to shut again as his sight was assaulted by brightness. The kaiju kept his eyes closed as the rest of his senses started to come back to him. The first thing that grabbed his attention was the soreness that seemed to spread through his entire being; though compared to the excruciating pain of his entire body melting before, it was a welcomed change.

But the fact that he could feel pain lead Godzilla to an immediate and obvious conclusion.

 _I'm alive. But... how can that be?_

Before the King of Monsters could even begin to ponder on how that was even possible, he decided to give opening his eyes another try. Slowly, he cracked his eyelids open, blinking a few times to dispel the blurry brightness; he was already aware that it was daytime. After a few seconds of this, he was able to see his surroundings more clearly. He was lying in a small crater in the ground, which was covered with dirt, and he was surrounded by numerous trees, bushes and rocks of various sizes. This gave him pause, as the last thing he remembered before blacking out was being in Tokyo. Was he still in Tokyo? Or Japan, for that matter? Had the humans somehow transported him to a different location?

His musings were interrupted as his ears picked up the sound of birds chirping. His head swiveled around to a nearby tree, and up on a branch he spotted a red bird standing at the edge of a nest, a worm wriggling around in its beak. In the nest were three small chicks, beaks opened wide, chirping loudly, begging to be fed.

Godzilla watched the mother tend to her young with a bemused expression. He had seen birds like that on Birth Island, but they were even smaller than humans, who were ants compared to him. These birds were much bigger, though only a quarter of the size of that mutated Pterodactyl he fought a few years back. Come to think of it, everything around him was bigger than they should have been. Or was he smaller now? Had he been shrunken down somehow?

 _No... this doesn't make any sense. I was dying. I was burning alive, and I distinctly remember my flesh and my bones melting away to nothing!_

He raised his clawed hand up to his face to inspect it, but what he saw left him somewhat slack-jawed. Instead of his sharp claws, there was a round, smooth, bone-like structure on the end of the limb.

"What is this?!" Godzilla gasped, his tone a deep baritone. The appendage flew to his maw as soon as the words left it. Whenever he spoke, it came out as growls or a roar; never before had he ever physically spoken the language of man.

After his shock subsided, he pulled the limb back to observe it again. He took a moment flex it, twist it around, getting a feel for how it functioned, before doing the same with the opposite. He looked further up his arms; his charcoal gray scales were gone, replaced by fur of the same color. He then looked down the length of his body, and saw that his dorsal spines were gone, clumps of fur sticking up to look like smaller spines running along his back. His legs had also changed; they were shaped differently, and his feet now sported the same bony protrusions as the front ones. His tail was more or less the same length, but now it was covered in light gray hair, which stuck up in places where his tail spines used to be.

Overall, aside from patches of dirt covering him here and there, there didn't appear to be any damage, burns, or any deformities. He seemed to be fine; just... changed.

Still stunned by this transformation, he reached his new front appendages up to his face, wondering what changes it went through. Suddenly, something sparkly caught his eye; he turned to look in the direction it came from, and a few meters away he spotted a river, the sun reflecting off it crystal clear surface. Godzilla felt the corners of his mouth turn up in a smile. (Another first for him, but he didn't really think much of it at the moment.)

With his goal in sight, the newly transformed kaiju got his limbs under him and lifted himself off the ground. He then pushed himself upright. However, a couple seconds later, his body wobbled and he started falling down. He put his arms down to catch himself with a _thud_ , causing a small tremor in the ground. Blinking in bewilderment, he pushed off the ground again... and promptly fell forward again.

"Damn it! What's the deal?!" he snapped, growing irritated by this hindrance. Setting his brow in determination, he pushed off the ground as hard as he could, once again righting himself. As he felt himself tipping forward, he arched his back and pulled his arms to his broad chest, and though he wobbled a bit, he managed to stay standing this time.

"Ha!" Godzilla smirked in triumph, ignoring the strain he felt in his hips. With that out of the way, the next step was to get out of the crater, which was a couple meters wide all around. Looking down at the ground, he took a shaky left step, firmly planting the bony stub into the dirt, before taking an equally shaky step with the right, repeating the process, slowly but surely making his way up out of the crater.

Despite the progress he was making, the kaiju started to get frustrated by just how hard this was for him. In his previous form, he could traverse hundreds, thousands of miles, both by land and sea, and not be fatigued in the slightest. Now, his legs burned with every step, the discomfort in his hips was becoming unbearable, and beads of sweat were running down along his face and neck.

And he was barely halfway out of the crater!

Godzilla lifted his foot to take another step, but mid-step he started to wobble. He felt his body falling backwards, so he quickly put his foot back down... right on top of his swishing tail.

"Yow!" He cried out, quickly pulling his foot back up. Unfortunately, the action threw him further off balance; all he could do was flail his arms as he fell, like a chopped tree, back-first into the crater. His body hit with enough force to shake the surrounding area, scaring a few birds from the trees – except for the mother bird, who merely flapped her wings and hovered protectively over her babies – and knocking loose a few leaves from said trees.

The kaiju laid there for a moment as the dust settled, looking unblinkingly up at the sky above. The leaves finished their journey to the ground, but one stray green leaflet, had the audacity to land square on his snout. That poor plant was soon sent flying from the hot air of Godzilla's angry snort. He was breathing deeply now, his body trembling, not in fatigue, but in rage. He was the King of Monsters! He had faced many challenges in his life: humans, other monsters, mechs, even an alien clone of himself, and he had triumphed over them all. Yet, now, in this diminished form, he could not even manage to walk a few feet!

His lips curled back in a snarling grimace as he growled lowly. The sound grew in pitch by the second as did his ire. Unable to contain it any longer, he took another deep breath, and unleashed his rage in a roar.

The ground, even the air, seemed to shake from the force of the mighty cry. Any remaining birds and other creatures fled for their lives. Only one brave mother bird remained, using her wings and body to shield her chicks in the nest as the roar rang on for what seemed like an eternity, before finally going silent.

Godzilla breathed heavily, his anger slowly fading along with the last echoes of his roar. Despite the situation, a small smile crossed his face. "Well, at least that hasn't changed much," he chuckled.

Taking a few more calming breaths, the kaiju rolled himself over onto his stomach. He looked down at his appendages and the bone protrusions attached to each of them. After a moment of contemplation, he once again pushed himself off the ground. However, instead of attempting to push himself onto his back legs again, he simply raised his head to its full height. Immediately, he could tell that this position felt much more comfortable, more natural.

"So, that's it." muttered Godzilla. "I'm quadrupedal now."

Heaving a somewhat resigned sigh, he shuffled his new feet, experimentally lifting each one before placing it back down. He did this for a moment longer, before shaking his head and turning his attention back to his original objective: the river. Looking back down at the crater, he slowly lifted his... foreleg and firmly planted his foot on the slope. He repeated this process with the others. It was slow-going, but eventually, the kaiju king managed to get out of the crater and was now on more stable ground.

Godzilla allowed a himself a small triumphant smile, which quickly slipped into a frown when he looked up and saw that there was still a few meters between him and the river.

The walk that followed was yet another test of Godzilla's limited patience. He felt like he was a hatchling again, clumsily trying to learn to walk for the first time. And back then, he only had to worry about walking on two legs. Now he had four. Twice the trouble. The first step was easy enough, it was the following step that was troubling, because he had to figure out which leg to move next while trying to maintain his balance. There were a couple times he came close to toppling over with a misstep, and there were more than a few times where he tripped over his own feet which sent him stumbling. By the time he actually neared the water's edge, the kaiju was growling deeply; it was all he could do to keep from letting loose another roar.

Finally, he reached the river, and when he looked down at its surface, the growling slowly ceased as he stared at his reflection. The changes to his head may not have been as great as the rest of his body, but they were still noticeable. Atop his head and along the back of his neck was long hair that was the same light gray color as his tail; it was swept back, spiked in a way that reminded him of his spines. His ears had grown bigger in size, swiveling to and fro at the sounds around him. His muzzle was about the same, only broader and covered in the same fur as the rest of his body. There was also a patch of light gray hair that ran along his jaw and almost completely encompassed his mouth. Inside his gaping maw, he instantly noticed that he still had his front fangs, and most of his teeth appeared to still be sharp.

"What... what am I?" he asked, looking into his reflection's large golden-colored eyes. He looked up from the river, and wildly looked about, almost tripping over his own feet again, looking for something, anything that could answer his question. "What is going on here?!"

The transformed kaiju received an answer in the form of chirping. He looked up to the source and saw the mother bird from before looking down at him from her nest, chirping, still perched protectively over her chicks, who decided to add their voices to that of their parent. Godzilla's ears flattened against his head and a frown formed on his lips.

"That doesn't help at all," he deadpanned.


	2. Chapter 2

**Chapter 2: Spike's Plight**

Spike hustled through the Everfree Forest as fast as his stubby little legs could carry him. His scaly brow was set in determination as he made his way along the beaten path, a dragon on a mission. In his tiny claws, he carried a brown pouch, the contents of which were for a certain Princess of Friendship back in Ponyville. His reptilian eyes occasionally darted back and forth, scanning the foliage for anything out of the ordinary.

All the while, his mind replayed the events of the previous evening.

= = = = [Last night] = = = =

Spike anxiously paced beside Twilight's bed, his wide eyes barely leaving the alicorn's prone form. Every couple minutes, he would climb onto the bed and place his finned ear against her chest, her heartbeat and the feel of her chest rising and falling reassuring him that she had not left this world yet. She hadn't woken up since losing consciousness about ten minutes ago; the little drake had frantically written a letter to Princess Celestia almost immediately after that, and kept constant vigil ever since. The intense glow around Twilight's horn had slowly faded over time until it finally snuffed out, but that did little to alleviate Spike's panicked state, as she remained unresponsive.

He was in the process of checking her heartbeat again, when the sound of her balcony doors swinging open caused him to nearly jump out of his skin. He whipped around to see a shadowy silhouette in the open doorway. Instinctively, he clenched his little fists and bared his teeth, ready to fight the intruder to protect his big sister.

"Calm yourself, young Spike, it is only me."

The calm, familiar voice snapped Spike out of his frantic state. As the dark figure walked into the room, their features slowly became visible. The small dragon's anxiety gave way to elation as he recognized the midnight blue coat and starry mane.

"Princess Luna!" Spike practically tackled the alicorn, wrapping his arms around her neck in a fierce hug as he spoke a-mile-a-minute. "I'm so glad to see you! Twilight was thrashing and screaming in pain and her horn was glowing so bright and then she fainted and I couldn't wake her up and I was scared and I didn't know what to do and– "

"Shhhh, it is all right, little one," Luna said soothingly, gently stroking the spines on his head with her hoof to calm him. "Twilight is going to be okay. I am here to help her."

"Oh, thank you!" Spike replied, the relief in his voice palpable. A couple seconds later, his eyes widened when he realized he still had his arms around the dark alicorn. He quickly unlatched himself from her, a light blush dusting his cheeks. "I-I'm sorry, your Highness," he apologized, anxiously tucking his claws behind his back and averting his eyes to the floor.

Luna giggled at this, lightly patting him on the head. "There is no need for apologies, Spike," she assured him. She began walking towards Twilight's bed, Spike following a second later. "You are concerned for Twilight. She is fortunate to have such caring friend like you."

"Aw, shucks, Princess," Spike said bashfully, the bright red color returning to his cheeks at her praise. He then shook his head, returning to the situation at hand. "So, do you have any idea what's happened to Twilight?"

"Yes," she answered. She reached the side of the bed and placed her forelegs onto the mattress, putting herself closer to the unconscious alicorn. "I will explain it to you both, once I've revived her."

Luna leaned forward, placing the tip of her horn against Twilight's. She then she closed her eyes and summoned her magic, her horn enveloped in it's blue aura. Spike, meanwhile, climbed up onto mattress to see, staying close to the foot of the bed and trying not to make a sound, so as not to interrupt the princess. He fidgeted nervously, watching as the blue magic from Luna's horn began to funnel into Twilight's horn, bathing it in a gentle glow.

After a few minutes, Luna pulled her head back, the light of her horn fading as the spell ended. She opened her eyes and watched the glow around Twilight's horn dim and eventually fade away. Silence overtook the room, neither the Night Princess or the little dragon saying a word as they waited. For Spike, the silence was almost unbearable; he anxiously wrung his claws, waiting on bated breath for a sign, any kind of sign that Twilight would wake up soon.

Finally, the young alicorn's face scrunched up, a groan escaping her lips. Slowly, purple eyes blinked open, staring up at the ceiling. A couple seconds later, they shifted to the side and locked onto a pair of blue eyes.

"Greetings, Twilight," Luna spoke, a caring smile on her face. "How are you feeling?"

"Princess Luna?" Twilight croaked, slowly pushing herself into a seated position as she looked at the princess. She gently rubbed her eyes to clear them. "What's going on?"

"Twilight!"

The lavender alicorn barely caught a glimpse of a purple and green blur before it crashed into her with enough force to nearly knock the air out of her lungs. She looked down to see Spike pressed up against her chest, his arms around her in a crushing hug. Her fur was quickly getting soaked from the tears running down his face.

"You're okay!" he sniffled.

Confused by the trembling drake's behavior, Twilight looked to Luna.

"Spike was most distressed by your condition," she explained.

Twilight wasn't sure what she was talking about at first, but after a few seconds, a look of realization crossed her face. "I remember now," she said. "I woke up, feeling the worst pain I've ever felt in my life. It felt like my horn was melting off. I guess I blacked out?"

Luna nodded. "Spike wrote to Celestia for our help when you lost consciousness. I flew here, post haste, to aid you."

"I-I didn't know what else to do, Twilight," Spike hiccuped as he clung to her. "I was so... s-scared."

"Oh, Spike," whispered Twilight, tenderly taking her little brother into her forelegs, holding him close. "It's okay, Spike. I'm okay, now. Please, don't cry. I'm okay." She continued to hold him as he quietly sobbed, gently rocking him back and forth, whispering words of comfort to him, while Princess Luna quietly watched.

After a couple minutes, Spike's crying subsided. He pulled back enough to look up at Twilight with misty eyes, a few stray tears running down his cheeks. With a maternal smile, Twilight gently wiped them away with her hoof, before placing a kiss on his forehead.

"You did good, Spike," she said, nuzzling him affectionately. "You did very good."

Feeling better with her assurance and her ministrations, Spike smiled as he rubbed his eyes to clear the remaining tears. He then turned to Luna. "Thank you, Princess," he said gratefully.

"Always happy to help my friends," replied Luna, giving him a warm smile. She then turned her attention to Twilight. "You are feeling well now, Twilight?" she asked.

Twilight nodded with a grateful smile of her own. "Yes, I am. Thank you, Luna." She then frowned. "But what exactly happened to me? I've never felt anything so painful before."

"There was a massive magical anomaly in the Everfree Forest tonight," Luna explained. "There have been several similar occurrences in Equestria over the centuries; a powerful surge of energy that assaults and overwhelms an alicorn's senses." She gave Twilight a sympathetic look. "Given your close proximity to the forest, and considering you've only been an alicorn for a short while, it is only natural that you would be greatly affected by the surge."

Twilight processed what she just heard. "So, you're saying that only alicorns can feel this anomaly." Her eyes widened, and she looked at Luna with worry. "All alicorns? Does that mean you felt it, too? Are you okay? What about Princess Celestia? Is she-"

"Calm yourself, Twilight," Luna gently interrupted, holding up her hoof to forestall more questions. "Yes, my sister and I have also felt the surge, but we are fine. In my case, it left me with an intense migraine. Celestia was more or less unharmed by it. She has traveled to the Crystal Empire to check on Cadance. She will come to see you when she is finished there."

Twilight breathed a sigh of relief after hearing Luna's assurance, but then her eyes widened a bit when Cadance was mentioned. "You mean Cadance could have felt this, even all the way in the Crystal Empire?" she questioned, astonishment evident in her voice. "What could have caused such a powerful surge in the first place?"

"My sister has a theory on that," answered Luna. She gave both Twilight and Spike a serious look, one that sent a foreboding chill down their spines. "Listen carefully, for it is most likely that you, and your friends, will soon encounter something that neither you, nor Equestria, has ever encountered before."

Luna proceeded to tell the two of the anomaly that occurred earlier that night. She spoke the thoughts of her sister, of a mysterious new arrival from beyond the stars, and she expressed her concerns for its purpose in Equestria, whether it be for good or bad. Less than an hour later, Celestia appeared in Twilight's bedroom, happy to see her former student doing well before confirming what her younger sister had told them earlier. She informed them that Cadance did feel the surge in the Crystal Empire, but aside from a minor headache, the Princess of Love was fine.

Afterwards, the Sun Princess offered to stay for awhile to keep an eye on Twilight until she returned to sleep, while Luna returned to Canterlot to finish her nightly duties. It took time to coax Twilight into going back to sleep, on account she was now excited by the prospect of getting to do some research on what she had just heard. Eventually, though, with the insistence from her mentor that researching could wait until morning, the younger alicorn nestled under her covers, and sooner than expected, she was once again reclaimed by sleep.

While relieved that his guardian was sleeping peacefully now, Spike was reluctant to return to his slumber, still shaken by what happened before. Like with Twilight, Celestia comforted the young dragon with gentle words of assurance, until finally he relented. However, instead of returning to his room, he crawled under the covers and snuggled up against Twilight chest, which caused the young princess to unconsciously wrap her forelegs around him and pull him closer. After a few minutes of listening to the reassuring sound of her heartbeats, Spike, too, eventually fell asleep.

= = = = [The Present] = = = =

Spike shook his head, returning to the here and now. He let his eyes wander to and fro again as he kept running, remembering what the princesses told him. A visitor from outer space. A part of him was excited about the prospect. It reminded him of the aliens he would read about in his comics. Then again, those aliens weren't really the "I come in peace" sort; they were more the "Invade your world/eliminate civilization/dissect and harvest your organs while you're still alive" sort.

He cast another quick, yet cautious glance around without breaking his stride. Seeing nothing, he breathed a small sigh of relief.

With that out of the way, his mind returned to last night. Specifically, to the uncomfortable feeling he experienced last night. Seeing Twilight in pain like that, and being unable to do anything to help her, besides writing a letter to Celestia, left a hollow feeling in the pit of his stomach.

He felt... helpless.

It was a feeling he wasn't used to, and he didn't like it. From the time he was hatched, Twilight was there for him. She raised him, taught him things, took care of him. As he grew, he was also there for her, helping her out with her studies, cooking, cleaning, always being there for her when she needed him. Last night, she needed help, and he failed to give it.

So, that morning, he intended to do what he could to make up for it. True to her nature, as soon as they woke up, Twilight immediately set to begin researching. And there he was, her Number One Assistant, eagerly preparing her breakfast, fetching the books she asked for, getting her quill, ink and scrolls; whatever she needed, he happily got it for her, no hesitation.

Which brought Spike to currently traversing through the Everfree Forest. Upon discovering that they had run out of her favorite herbal tea, he quickly volunteered to travel to Zecora's to get more. At first, Twilight was reluctant to let him go into the forest, given what the princesses warned them of last night. After the baby dragon insisted he would be careful, and promising to go to Zecora's place and come straight back, the alicorn finally relented. True to his word, Spike speedily made his way down the familiar path to the zebra's hut in record time. After a brief visit between the two, the young drake left, herbs in claw. Almost halfway to Ponyville by now, Spike was imagining the happy look on Twilight's face when he returned in success.

So engrossed in his imagination, he barely noticed when a shadow passed overhead. He did hear the sound of air swooshing. Just as he lifted his head to investigate, something large landed in front of him. Crying out is shock, Spike immediately came to halt, but while his feet stopped, the rest of body continued forward, making him smack face-first into the ground. As he pushed himself up onto his knees, wiping the dirt off his face with one claw while still holding the tea pouch in the other, a voice reached his ears.

"Well, well, look at what we got here."

Spike opened his eyes and looked up at the owner of the voice. It was a dragon, twice as tall as a pony, covered in red scales, with a yellow underbelly. It had a pair of yellow wings, and an orange crest atop its head. The young drake's eyes widened when he realized that he knew this dragon.

"Check it out, boys," said Garble, sneering at little dragon. "It's Spike... the little _pony_."

As he said this, there were a series of 'thuds' all around Spike. He looked around to find that five more teen dragons had landed. He recognized them as the ones he met when he joined the Great Dragon Migration. And, to his growing dismay, they currently had him surrounded.

"H-hey, Garble, guys, what's up?" Spike said, putting on what he hoped was a convincing smile. "Long time no see. What are you doing here?"

"Oh, just out on a mid-morning dragon raid with the guys." Garbles eyes narrowed. "You remember those, don't ya? Considering you botched up the last one we took you on."

"Oh, you remember that," Spike muttered. He started side-stepping, hoping to reach one of the gaps between the dragons so he could make a break for it. He didn't get far though, the skinny purple dragon with shaggy blond hair covering his eyes leaned down to block his path, baring his sharp teeth with a growl. Spike shuffled back to the center, chuckling nervously as he returned his attention to the leader. "Heh, well, you know how it goes; you win some and lose some."

"Yeah, but I. Don't. Like. Losing," Garble snarled, each word laced with venom.

"Oh, come on, Garble," Spike said, trying desperately to placate the irate dragon. "That was a long time ago. We're all reasonable reptiles here. Surely we can put it behind us; you know, let bygones be bygones?"

The little drake was starting to sweat. With every minute, the dragons around him were advancing on him, tightening the circle and cutting off any chance of escape. They bared their teeth and flexed their claws, all the while emitting threatening growls and snarls. Things were not looking good.

Suddenly, Garble held his claws up, motioning for the others to stop. He then put a claw to his chin as his face adopted a thoughtful look, confusing his cohorts. Spike was a little confused, too, but at the same time, he felt an inkling of hope that he might just get out of this in one piece. A minute later, Garble looked down at him with a smile.

"Sure, Spike," he said with a jovial tone. "I guess I can put it behind us."

Spike released the breath he'd been holding in a relieved sigh. He started to smile when Garble held out his claw, palm up to him.

"Just hand over that pouch of yours, and then I'll consider it."

The little dragon immediately blanched. He instinctively tightened his grip on the pouch while taking a small step away from the teen dragon. He racked his brain, trying to come up with a way to get out of this without handing it over.

"This?" He asked, pointing to the object in question. He then scoffed while waving his free claw dismissively. "Oh, this just a bunch of leaves and things. You know, pony stuff. You wouldn't want it."

"Actually, I _do_ want it," replied Garble. "Think of it as a trade for that phoenix egg you took from us. Now, fork it over."

"No!" Spike snapped angrily, holding the pouch close to his chest as he took another step back from the red dragon. "This is for Twilight. She had a tough time last night, and she's counting on me to bring it to her. And I'm not going to let you have it!"

"What did you say?" asked Garble, narrowing his eyes.

"I. Said. NO!" Spike yelled.

"You know, Spike, I remember you saying something like that to me before," Garble commented with an almost casual tone. When he spoke again, it came out as a snarl. "Looks like you forgot what I told you back then; _no one_ says "no" to me." He slowly stomped towards the baby dragon, cracking his knuckles. "Well, this time, I get to pound that lesson into you."

Consumed by fear, Spike quickly started backing away from teen dragon. He only got a few steps before he bumped into something. He looked up to see the brown-scaled, heavyset dragon, who had a cruel smile on his face. With his path blocked, Spike helplessly turned back to look up at his tormentor, swallowing the lump in his throat with an audible gulp.

* * *

Godzilla aimlessly walked through the forest at a leisurely pace. Having no idea where he was, or how he got there, he had no real destination. So, he just walked, keeping his eyes open for anything that might give him some clue to his whereabouts.

On the upside, the endless wandering had given the kaiju time to get used to his new body. He now walked seamlessly, no longer stumbling over himself, nor did he have to consciously think about his movements. It had become second nature to him.

This allowed Godzilla to think about his current situation. He concentrated, trying to remember back to the time of his near death. He recalled his body melting, his last conversation with Miki, the memories she shared with him, and then... nothing. It was all a blur after that.

Godzilla snorted in frustration. No matter how hard he tried, he could not remember what happened when he blacked out. He should be dead, but instead, something, or someone, had saved him from death, altered his body, and brought him to... wherever here was.

But why?

He shook his head, banishing all the troubling thoughts to the back of his mind. For now, he decided to take in scenery; he had to admit it was a little disconcerting actually traversing under the treeline, rather than tower over it. Yet, at the same time, it was interesting to see these things, which have been literally beneath his notice, up close. The trees, the bushes, the rocks, even the creatures scurrying around; it all seemed familiar to him.

However, it was also different. It was more than just his diminished size, every sight and sound gave off an unusual sensation that the kaiju could not figure out. Even the air had a strange scent to it.

But what really caught Godzilla's attention was the feeling he got as he continued to take in his surroundings. It was a familiar, yet almost foreign feeling that brought a sense of nostalgia. It brought forth memories from his past, memories of his life before his mutation, of simpler times before his encounter with humanity. More recent memories came to the forefront of his mind; the time he spent with Junior on Birth Island, before he had inadvertently destroyed his home.

It hit Godzilla like a lightning strike. He knew what this feeling was. It was one that he had almost given up on experiencing again. It was–

His musing was interrupted by a new sound that crossed his ears. It was coming from the trees a few meters ahead of him. The kaiju tensed, baring his teeth in a grimace. That wasn't the sound of any small woodland creature. It was the sound of laughter.

 _Humans,_ Godzilla thought with contempt. From the memories that Miki had shared with him, he knew that they were the only beings that could make that noise of amusement.

He stood in place, contemplating what to do. From the sound of it, there were quite a few of them ahead of him. If he revealed himself to them, they might either run from him or try to attack him. If the latter happened, then he would fight; he was not, by any means, afraid of humans, nor did he ever back down from battle. But, despite his dislike for humans, he did not attack needlessly. Plus, his body was smaller now. While he was sure he could take them if need be, he might be more susceptible to harm, and he wasn't sure if he still retained any of his abilities.

He turned to go the other way, deciding to play it safe for the time being. He barely took a step before he suddenly stopped. He cast a glance back toward the bushes, gripped by curiosity. He had never actually seen what humans looked like up close. When he was bigger, he couldn't tell the difference between them; they were all insects to him. Now, he was probably around the same size as them. This was a chance to see how they differed from each other, if they did at all.

 _I suppose I could just peek through the branches,_ the kaiju reasoned. With his decision made, Godzilla made his way to the thick vegetation, walking slowly to keep from making too much noise. Even treading softly, each step he took made a 'thud', but, thankfully, the humans' laughter didn't die down at all, indicating that they remained unaware of his approach. Once he reached the trees, he eased his head through the branches, trying not to rustle the leaves too much. He kept pushing through until his eyes cleared the foliage. There, in the middle of a clearing, he spotted the...

The kaiju blinked in bewilderment.

Instead of a group of humans that he had been expecting, Godzilla saw what looked like a group of dragons. He quickly surmised they were dragons because of their similarities to the three-headed golden dragon he fought several years ago. They had wings, claws, and spikes, but that's where the resemblances ended. Each dragon was a different shape and size, and they were all a mix of different colors.

Godzilla brought his attention to the center of the rough circle they formed. In the middle of them stood a tall red dragon; judging from his build and the way he carried himself, that one must have been the alpha male of the group. He was standing over a smaller dragon that Godzilla's hadn't noticed until now. This one had purple and green scales, but unlike the rest, he didn't have wings. Given the spines on his head and back did not looked fully developed yet, the kaiju surmised that this one was an infant. Upon closer inspection, Godzilla noticed that the little drake had various scratches and bruises all over his body, and he was holding something tightly in his claws.

Suddenly, the red dragon spun around, striking the little one with his tail, sending him tumbling along the ground. Though stunned, he quickly got to his feet and ran from his attacker, trying to get outside of the circle. It didn't get far, however, as a pale white dragon with pink spines grabbed him by his tail and tossed him back into the center, where he received more rough treatment from the alpha.

A frown formed on Godzilla's lips as he watched. This wasn't right. When they were young, members of his species would practice fighting each other to help improve their strength and skills as they grew. This wasn't a fight; the little dragon wasn't really trying to fight back; instead, he was trying to get away. And it wasn't hunting behavior. The leader had plenty of chances to go for the kill and put the small one out of his misery. Instead, he was toying with the poor thing.

The converted kaiju scowled in disgust. These dragons weren't behaving like creatures should; they were abusing one of their own kind for amusement, laughing at his pain.

They were behaving like humans.

Having seen enough, Godzilla decided it was time to move on. While he felt sorry for the little dragon, he was not one to go out of his way to help something that was not of his kind. Just as he was about to pull his head out of the branches, he cast one last glance at the young one, who was lying on the ground, his face contorted in pain. This made the kaiju pause; despite having made his decision, something about the little reptile kept him rooted in place.

Suddenly, in his mind's eye, the small drake's visage slowly changed. Purple scales and a green underbelly were replaced with forest green scales and a dull yellow underbelly; the green spines atop his head and down the back became gray in color; the last thing to change were the eyes, from light green to brownish-gold.

Godzilla's eyes widened. The little dragon's appearance became that of his son, the way he looked back when it was still the two of them on Birth Island. The monster king blinked, and in that instant, the image of his son was once again that of the tiny purple dragon. For the first time, in a long time, the kaiju felt shame for his eariler decision to leave. That shame quickly gave way to a familiar anger as his eyes narrowed and his lips curled back, revealing his fangs as a low growl resonated in his throat.

* * *

Spike let out a pained groan as he used his free claw to push himself off the ground; the other was still clutched tightly around the bag that he had been protecting throughout the fight. Although, looking back, he couldn't really call it a fight, but rather a one-sided beating. Oh, he did take a couple swings at the larger dragon when he could, but none of them ever landed, and for every one he threw, Garble would answer back with ten shots. Most of the time, the little drake tried to make a break for it, but was always roughly pushed back into the fray by one of the others, and the process would repeat itself.

A yelp escaped Spike's lips when Garble suddenly grabbed him by his back spines and hoisted him off the ground, holding at his eye level. The red dragon just clicked his tongue and shook his head. "Tsk, tsk, tsk. This is just sad, Spike," he mockingly admonished. "I mean, I figured you'd put up more of fight. But then again, I guess I shouldn't hope for much when you hang around with those _weak... namby... pamby... ponies_ ," he said, putting emphasis on the last few words while jabbing his index claw roughly into Spike's forehead with each word. The other dragons burst into laughter again, shouting words of agreement with their leader's last statement.

"So, I'll be taking that bag now." While still holding Spike on one claw, he grabbed the pouch with the other. He leisurely pulled it towards himself, when it was suddenly jerked from his grip by Spike, who pulled the bag close to his chest and held it there with both claws. Surprised at first by the action, Garble grabbed the bag again and gave it a harder tug, but it refused to budge. "Come on, runt, let go!" he growled, growing frustrated with the little dragon's stubbornness. With each tug, he started snapping: "Give... it... to... me!"

Spike had his eyes shut tight, gritting his teeth as he maintained his death grip on the bag. He started trembling. He was suddenly feeling angry; angry at the dragons for laughing at his pain, angry at Garble for his insult of Twilight and the others, and angry at himself for letting himself get into this mess. That feeling of helplessness from last night started to creep over him, and that made him even angrier.

Finally, he just snapped.

His eyes shot open, and with a growling scream, he shot his head forward and sank his fangs into Garble's claw.

The red dragon's eyes widen by the small drake's sudden action, and he cried out in pain when felt Spike's teeth actually pierce his scales and puncture the soft flesh underneath. Garble immediately started pulling on Spike's back spines, trying to pull the little dragon off of him, but that only served to sink Spike's fangs even deeper. He then released his hold on Spike's back and swung his arm wildly, trying to fling the baby dragon off. But Spike's jaws were like a steel trap, keeping him latched onto Garble's claw and hanging on for dear life; at the same time, he kept both his claws wrapped securely around the pouch. In addition to flinging his arm, Garble started hitting Spike in the head with his fist, eliciting a pained grunt from the purple dragon with each punch. This went on for a moment, until finally, with a roar, Garble flung his arm down hard and successfully freed his claw, sending Spike slamming onto the ground with bounce.

Garble stood there for a moment, panting from the exertion. The rest of the dragons were silent, gaping in shock at what just happened. After catching his breath, the red dragon looked down at his damaged claw; a few scales were missing, and there was a small trail of blood coming from the wound. The bite was mildly painful, but what hurt more was Garble's pride at having been caught by the sneak attack, and being humiliated in front of his gang.

Gnashing his teeth in anger, Garble returned his attention to Spike, who was trying to push himself off the ground. "Why, you little..." he growled, bringing a clawed foot up and slamming it down on the little dragon's head, forcing him back to the ground. "That was a big mistake," he snarled as he pushed down on Spike's head more forcefully, eliciting painful whimpering from the young drake. "I was going to let you go back to your little pony pals after I took that bag from you. But that little stunt of your just bought an extra beating. You may be purple and green right now, but when I'm through with you, you're gonna be permanently black and blue!" With that, Garble removed his foot from Spike's head. But before the baby dragon could take a breath to sigh in relieve, the teenaged drake used that same foot to deliver a kick that knocked Spike out of the dragons' circle and bouncing along the ground until he stopped several feet away on his back.

Groaning, Spike shakily sat up, holding a claw to his throbbing head, while the other remained clasped securely around his pouch. At the growing sound of growls and snarls, he looked up to see Garble stomping towards him, giving him a glare that promised more pain; the rest of the dragons fell in behind him, following his lead and giving the little drake menacing stares. The anger that Spike had felt before disappeared without a trace; it was replaced with a growing fear.

The baby dragon crawled backwards, keeping the older drakes in his sight. His legs pushed him along the ground as fast as they could, but, unfortunately, Garble and the others were closing in on him at a quicker pace. Tears started to gather in the corners of his eyes as he saw his impending doom approaching. Spike silently prayed that somepony was going to come to his rescue, that Twilight, and the rest of his friends would appear any second and save the day, just like last time.

He was faintly aware of a rustling of leaves behind him, but he kept his eyes on the dragons, who suddenly stopped, and their looks of murder were replaced with ones of surprise. Spike felt a glimmer of hope in his heart. Had his prayer been answered?

 **THOOM!**

Spike froze when heard, and felt, something heavy impact the ground right behind him. Turning away from the gaping dragons, he looked over his shoulder to see a huge, hoof a few inches behind him. And it was _huge_ ; it was almost twice the size of Big Macintosh's! Out of the corner of his eye, Spike saw the leaves on a bush shift, and a second later, the large hoof was soon joined by a second, equally massive hoof, making as much an impact in the dirt as the former. Slowly, the little dragon craned his neck back, lifting his gaze and taking in more of this unusual phenomenon. Both hooves were attached to a pair of charcoal-gray forelegs, which were almost the size of tree trunks, and those, in turn, were connected to a very broad barrel. As his eyes continued their ascent up the thick neck, Spike's jaw started to descend as they got to the head of, undoubtedly, the biggest stallion the young drake had ever seen.

The enormous equine in question, who had been initially looking at Garble and his gang, tilted his head down to look at Spike, giving the little reptile a chance to take in more of his features. Contrast to the dark color of his coat, his mane was light gray, and the hair was slicked back, almost giving it the appearance of rows of spines. He had a short beard of the same color that almost completely encompassed his mouth and ran along his jawline. Protruding from his mouth were a pair of white fangs, which gave Spike pause; ponies weren't supposed to have sharp teeth... right?

The question was quickly forgotten when Spike finally settled on the stallion's golden eyes. While most ponies eyes were bright and vibrant, these eyes seemed to blaze with an inner fire. The young dragon felt a shiver run through him, as if he could feel a tremendous power behind those eyes. Unable to stop himself, Spike uttered two words in awe of this behemoth.

"Holy guacamole."


	3. Chapter 3

**Warning:** Bumped the rating from T to M; things get violent in this chapter, plus a bit of gore at the end.

* * *

 **Chapter 3: Godzilla Vs. Dragons**

While the transformed kaiju and baby dragon stared at one another, Garble, shaking off his initial shock, was the first to break the silence. "Hey, check it out, fellas," he said, getting the attention of the other dragons, "it's one of those wimpy ponies."

In response to the red dragon's words, Godzilla returned his attention to the adolescent reptiles with narrowing eyes. But then he blinked in bemusement as the words registered in his mind. "Pony?" he asked, more to himself than anyone else. He was vaguely familiar with the name, and the animal it was attached to. "Is that what I am?"

The air was once again filled silence as the dragons looked at the large equine in bewilderment. And again, it was Garble that shattered it when he suddenly burst into laughter, followed closely by the others.

"Y-you hear that?!" he guffawed. "H-he doesn't even know... if he's a p-pony!"

This made all the dragons laugh even harder. After a moment, though, Chunk, the brown heavyset dragon next to Garble, stopped laughing as he looked at the pony more closely. He then turned back to red drake and asked, "Uh, _is_ he a pony?"

Garble ceased laughing so fast, that he almost choked on his own breath. He glared at his cohort as if he was an idiot, while the rest of the dragons slowly stopped laughing when they noticed that he had stopped. "Of course he's a pony, you nitwit!" he snapped, while gesturing to the large equine in question. "Hooves, fur, mane, muzzle... and an ugly one at that. What else could he possibly be?"

"Well... it's just that he looks a lot bigger than any pony we've seen before," Chunk pointed out.

Before Garble could berate the fat drake some more, Pyro, the purple dragon with blond hair on his opposite side, spoke up. "He's got a point, boss. And this pony doesn't exactly look wimpy." This got murmurs of agreement from the other reptiles of the group.

While Garble proceeded to argue with the group, Godzilla returned his attention to Spike, who was still looking up at him in awe. He then tilted his head to the side as he spoke. "Get going, little one," he advised.

Snapping out of his shocked state, Spike gave a weak nod and started running as fast as his bruised body would allow. Unfortunately, his action drew the attention of his tormentors.

"Hey, the runt's getting away! Get him, you idiots!" Garble shouted.

"Leave him alone."

The dragons froze in place at Godzilla's command; it wasn't shouted, but the his deep voice just seemed to reverberate through the trees.

Having cleared a few meters, Spike quickly ducked behind a tree. He knew he should have taken the chance he'd been given to get back to Ponyville as quickly as possible, but his curiosity got the better of him. He _had_ to get another look at his rescuer. He slowly peeked out from behind his hiding spot, just as the stallion stepped out of the bushes and into the clearing.

Of course, the first thing that immediately caught Spike's attention was the pony's enormous size. From what Spike could figure, he stood at least a full head taller than Princess Celestia. The next thing he took note of was the stallion's robust frame; he was very muscular, much like Bulk Biceps. However, whereas the white pegasus's bulk was located mostly in his chest and forelegs, this pony's mass was more evenly distributed throughout his body, including both his front and back legs. Clumps of the pony's dark gray fur stood up all along his back in a few rows, giving him the appearance of having tiny spines. Spike then observed the stallion's swishing, light gray tail; it was twice the length of the pony's own body, and much like his mane and back, patches of hair stuck out from the rest, giving the tail a "spiked" look. Finally, Spike turned his attention to the pony's flank, to get a look at...

"No... cutie mark?" Spike muttered, wondering if his eyes were playing tricks on him. He rubbed them with his claw, blinked a couple times, and looked again. Sure enough, the stallion's flank... was blank. No symbol of the pony's special talent anywhere in sight. Needless to say, Spike was baffled by this. From what he knew, most ponies usually received their marks long before they reached adulthood. And based off his size and the deep tone of his voice, this pony was definitely an adult.

"What did you say?!"

Garble's angry voice brought Spike to the present. He looked to see the red dragon, as well as the rest of his gang, glaring at the enormous equine, who was now standing a few meters in front of the drakes. The stallion didn't look intimidated in the least; he just stood his ground, his massive tail swaying back and forth in an aggressive manner. Spike gulped, ducking back a little behind the tree.

"Leave. Him. Alone," Godzilla repeated, speaking slowly and clearly, while keeping his tone firm. Garble gritted his teeth, taking a couple of angry steps forward.

"Hey!" he snapped, pointing a claw at the large pony. "No one tells me what to do, especially not some plus-sized pony! Besides, I've got a score to settle with that little runt."

"You will settle it with _me_ ," the kaiju replied firmly.

Garble scoffed at his words. "What? You volunteering to let me smack you around instead of him?"

"No," Godzilla clarified. "I'm going to fight you." He cast a glance at the rest of the group. "All of you."

Silence overtook the area for a third time, and, once again, it was broken by the dragons' uproarious laughter. This went on for a couple of minutes, most of the reptiles doubled over, almost incapacitated with amusement. After awhile, the noise slowly started to die down. Garble, wiping a tear from his eye, looked at the pony like he was crazy.

"You..." he snickered, "you are going to fight... all of us? Are you serious?"

"I am," Godzilla replied.

Garble shook his head as he approached the equine at a casual pace. "Okay, you didn't even know that you're a pony, so I'm gonna guess that you don't know anything about dragons. We're the biggest, baddest, and strongest species around." The rest of the dragons cheered out in agreement at their leader's words. "Our scales are tough, our teeth and claws are sharp, and our fire can reduce anything to ashes... including _ponies_." This got another round of cheers.

"Sure, you may be bigger than most ponies we've seen..." Garble paused as he stopped in front of the stallion; now that he was up close, the red dragon realized that the pony towered over him by a couple feet. He quickly regained his composure and continued his rant. "But that doesn't mean that you stand a chance against one dragon, let alone six. So, if you're really thinking of fighting us, it may be the last thing you ever do."

Godzilla glared down at the arrogant drake, unimpressed. "Am I supposed to be intimidated?"

"Oh, not scared, huh?" Garble asked, tauntingly, a crooked smile forming on his lips. "Then how about this?" The red dragon took in a large breath, opened his jaws, and unleashed a loud, screeching roar right into the stallion's face, causing the pony's ears to flatten against his head. After a few seconds, he stopped and looked at his handiwork with a toothy grin, expecting to see a look of wide-eyed fright on the pony.

What he saw was the complete opposite.

Godzilla continued to glare at the teen dragon, his ears slightly ringing from the sudden, loud noise; his hearing was much more sensitive in this form. The kaiju was familiar with this tactic, as he had used many times throughout his life. Young males of his species would roar as a way of issuing a challenge to an older male, to fight for dominance. Roaring was also used to scare away weaker predators that entered their territory. Apparently, the adolescent dragon was trying for the latter. Unfortunately, for him, such a tactic would not work on Godzilla, because the kaiju did not scare easily. Or, at all, for that matter.

Nor did he back down from a challenge.

The King of Monsters curled his lips back, giving Garble a good view of his sharp teeth as a deep growl escaped his throat. He then took a large gulp of air into his lungs, opened his jaws and gave the cocky dragon a roar of his own.

Garble was buffeted by the thunderous cry, the sound so loud that it ruptured his eardrums, and the air current accompanying it was so strong that it almost knocked the drake off his feet. Finally, Godzilla's roar ceased and Garble swayed uneasily from side to side. The high-pitched ringing in his ears was so bad that his vision was blurry and he had to concentrate just to stay standing. So, naturally, he was unprepared when Godzilla pulled a hoof back and struck the drake in the chest with enough force to not only knock the air from his lungs, but to also send him flying backwards a few meters, before haphazardly hitting the ground and skidding to a stop at the other dragons' feet.

The five remaining drakes stood there, completely flabbergasted. They looked down at their leader, who was gasping for air, and then they turned their attention to Godzilla, who was glaring at them expectantly, growling while poised in an aggressive stance. Finally, Chunk, snapping out of his stupor, looked to Pyro and asked, "I thought they were supposed to neigh or whinny. Are we _sure_ that he's a pony?"

The blond-haired dragon shook his head, coming to his senses. "It doesn't matter what he is," he said. "No one gets away with treating the boss like that. We still got him outnumbered, guys. Let's get him!"

As the others fell into attack stances, Godzilla snorted a cloud of steam. He pawed at the ground with his hoof, digging a small trench in the dirt, and then, unleashing another roar, he charged towards the dragons. The ground shook every hooffall, making it feel like a tiny earthquake was occurring. At the same time as he drew closer, the drakes also moved. Pyro, Chunk, and the bluish purple, heavyset dragon, Lump, positioned themselves in front of Garble, while the white scaled dragon, Frost, and the gray dragon, Soot, moved to help their leader.

Once in position, the three drakes in front took deep breaths and unleashed torrents of fire at the approaching pony. Each flame found its mark, striking Godzilla in the chest and the neck. The kaiju grunted as the flames exploded against his skin, but otherwise, did not slow down his assualt.

When the fires failed to stop him, Chunk and Lump changed tactics and rushed to meet the stallion head on. When they collided with Godzilla, their combined weight managed to stop him in his tracks... for a few seconds. Both dragons' eyes widened as they felt themselves being pushed backwards. They dug their clawed toes into the ground as they kept hold of the kaiju-turned-pony, but they were still pushed back, leaving long, trailing claw marks in the dirt.

Seeing this, Pyro flapped his wings, and took to the air to get out of the way. Around this time, Frost and Soot, who had managed to get Garble to his feet, happened to look towards the commotion, and, upon the seeing the approaching danger, followed the purple dragon's example and scattered.

Able to get some of his bearings back, Garble happened to notice his underlings' making a hasty retreat. He then became aware of a growing shadow overtaking him; he looked up in time to see Godzilla suddenly rise up onto his back legs, catching Chunk and Lump off guard with the sudden maneuver. He then fell forward, planting his large front hooves into the chests of the two dragons, and he pushed them both down... right on top of Garble. Air once again left the red dragon's lungs with a wheezing _whoosh_ , and his yellow eyes bulged as he was nearly flattened by the weight of not only the two heaviest drakes of his gang, but also that of the humongous pony on top.

Chunk and Lump desperately clawed at the massive hooves to try and dislodge them, but Godzilla merely pressed down harder into their chests, causing a few ribs to crack, making both dragons gasp out in pain. All of a sudden, Godzilla was attacked by the remaining three dragons. Frost tackled the stallion's neck, using his claws to anchor himself before sinking his teeth into the flesh of the pony's neck. Meanwhile, Soot and Pyro and landed on his back, the former also using his teeth and claws to attack his broad shoulder, while the latter used his flames to burn the skin on his back; since dragon scales were fire resistant, the purple dragon was not worried about harming his gray companion. Their assault proved successful, eliciting pained growls from Godzilla. The transformed kaiju pulled his hooves off the three downed dragons (much to their relief.) and backed up several steps before stopping.

While the drakes' assault was successful, it was short-lived, for now their enemy's attention, and rage, was now on them.

With an angered roar, Godzilla shook his head violently, dislodging Frost's jaws from his neck, and making him lose his grip momentarily. While the white dragon was able to catch himself and regain his hold, the flailing had moved him around to where the kaiju could get to him. Capitalizing on this, Godzilla leaned down, his own jaws open wide, and snapped them shut onto the back of the drake's neck. Frost screamed as he felt sharp fangs pierce his scales and puncture the soft flesh underneath. Dark red blood quickly oozed from the wound, trailing down along the white scales. The agonized reptile unlatched his claws from Godzilla's body and reached up in a desperate attempt to get himself free of the mega-pony's teeth. This proved pointless, as the second he removed his claws, Godzilla swerved his head to one side, and when he swung it back, he released the dragon, sending him flying through the air, until he crashed back first into the trunk of a very sturdy tree. Crying out upon impact, Frost fell to the ground at the tree's base.

First enemy dealt with, Godzilla turned his head to the gray dragon at his shoulder. Soot, having seen what had just happened to his cohort, quickly moved himself back, narrowly escaping the snapping jaws, and now he was near the base of the pony's neck, safely out of harm's way. Or so he thought. Neither he, nor Pyro, who stopped using his flames and resorted to slashing the charred flesh with his claws, saw Godzilla's large tail rise up and slam down on the two dragons with tremendous force. The blow stunned them both, but as the tail rose again, only Pyro was able to fling himself off of Godzilla before it came down again, hitting Soot a second time. The gray dragon fell from the kaiju's body onto the ground, and a few seconds after hitting the dirt, the drake wailed in agony as Godzilla mercilessly stomped on his back with his hoof. The pain of his bones being crushed overwhelmed Soot's senses, and he slipped into unconsciousness.

Seeing the dragon go limp, Godzilla lifted his hoof and used it to smack the out-cold reptile away. Around this time, Pryo managed to recover enough to leap up and latch on to one of the kaiju's hind legs with his claws. The reaction was instant. Both of Godzilla's back legs suddenly shot up from the ground; unprepared for the quick movement, Pyro lost his grip on the pony. In the next instant, both legs kicked out, and the hoof nearest the purple dragon caught him square in his scaly chest, snapping several bones of his ribcage. Pyro instantly blacked out from the impact, his body flying through the air at a high speed before crashing into some bushes.

As his back hooves touched back on the ground with a heavy _thud_ , Godzilla looked back at them in surprise. In his bipedal form, his feet had been mostly used for stomping his opponents when they were down; given his massive size, kicking wasn't really an option. Now, as an equine, it seemed it was much easier to kick, but what really surprised the Monster King was how instinctive the action was.

The kaiju's musings were interrupted when he saw movement out of the corner of his eye. He turned back around just in time to receive a clubbed tail to the side of his face. Stars danced across his blurred vision, and he was aware of the taste of blood coating his tongue, the inside of his cheek cut by his sharp teeth from the impact. Though stunned, his vision cleared and he turned his sights on his attacker. Chunk, having recovered, stood his ground and growled at the massive pony, waving his tail in a threatening manner. Godzilla answered with a growl of his own. He opened his jaws to unleash another roar, but was cut off when he was suddenly tackled from the other side by Lump. Angered, Godzilla turned his attention to the bluish purple dragon and attempted to bite him, but the dragon had already moved out of range. Taking advantage of the distraction, Chunk moved in and swung his tail again, the thagomizer striking Godzilla's foreleg this time, causing the kaiju to cry out in pain; the strike didn't break any bones, but it was enough for the leg to buckle, causing him to fall to the ground. Not letting up, both dragons started pummeling him while he was down, Lump kicking the stallion in the sides and the head, while Chunk used his tail club to hit him in the back and along the neck.

Meanwhile, from behind his hiding spot, Spike looked on in horror. Initially, he had been watching with wide eyes and a dropped jaw as this large pony fought against Garble and his gang. Taking on a pack of dragons, even just one, single hoofed, was unheard of for a pony. Sure, Twilight and her friends had faced a couple before, himself included during the whole greed-getting-the-best-of-him fiasco, but they never actually beat them in a straight up fight. And, the last time they dealt with Garble and his cohorts, they had wisely run away rather than get pulverized. Yet, this stallion not only took them head-on, he was winning.

At least, he was, but now it looked like the tide was turning on him. At this rate, the stallion was done for, and, if Spike didn't get away now, he would be next. The smart thing to do now would be to run back to Ponyville. But, despite the logical decision, the little dragon's body refused to move. He couldn't bring himself to abandon the pony that had come his rescue.

"Come on, big guy," he pleaded quietly. "Hang in there."

Back at the fight, Chunk and Lump stopped their assault to look at their handiwork. Godzilla's face and body were covered in bruises, he was breathing heavily through gritted teeth, and blood was leaking from his nose and mouth, staining spots on his beard.

"Hah! Not so tough now, are you?!" Chunk gloated.

"Yeah!" Lump agreed. He looked to his cohort. "Hit 'em again, Chunk! Smash his skull in!"

Nodding at the suggestion, the brown dragon turned back around, lifting his tail club as high as he could. Just as he started to bring it down...

Godzilla's eyes shot open, and with a speed that belied his size, he pulled his head up off the ground, Chunk's tail missing it by mere inches. The thagomizer hit the ground hard, punching a small hole into the dirt. Before either dragon realized what had happened, almost as quick as a striking serpent, Godzilla lunged forward and snapped his jaws around the drake's tail, near the base of the tail club.

Less than a second after the brown-scaled dragon let out a "Yeowch!", Godzilla lifted his head and craned his neck in Lump's direction, dragging Chunk off his feet and through the air. Lump, seeing what was coming, tried to backpedal away, but his reaction had come too late and was unable to get out of the way before Chunk's head collided with his own, knocking him to the ground. With both drakes dazed, Godzilla got back to his hooves, still holding the clubbed tail in his teeth. He then rose up onto his hind legs, pulling Chunk off of the ground. Meanwhile, Lump shook his head to clear the stars from his vision, and he looked up to see the towering pony over him, lifting his cohort over his head. The bluish-purple dragon could only stare in horror as the stallion quickly dropped down onto his front hooves and swung Chunk down like a make-shift club; time seemed to slow down for a moment, giving Lump a chance to see the terrified expression on the brown drake's face.

Next thing he knew, he was seeing stars again.

Spike winced when he saw Lump get body-slammed by his own companion, courtesy of the large stallion. But, apparently, the equine wasn't through yet; he once again rose up, bringing the semi-conscious Chunk with him, before pulling him back down and mercilessly slamming him into the prone dragon below again... and again... and again... and again. Each impact sent a small tremor through the earth, each of which the baby dragon could feel. While Spike was glad that his rescuer was back in control, he couldn't help but feel a smidgen of pity for his tormentors.

Slamming the now unconscious Chunk into an equally unconscious Lump for a final time, Godzilla saw a flash of red in his peripheral vision. Releasing his hold on the dragon's tail, the kaiju turned to see a fully-recovered Garble lunge at him, claws swinging. The talons found their mark, raking across the top of the stallion's muzzle, eliciting a pained growl and a spray of crimson. Temporarily blinded by his own blood, Godzilla could do little as the red dragon followed up his attack with a barrage of swipes with his claws, leaving shallow, bleeding slash marks all across the large pony's neck, chest and upper forelegs. Garble's relentless assault lasted for a minute, until Godzilla, having become tired of being the drake's scratching post, suddenly threw his head forward, headbutting Garble in the face, sending the reptile to the ground.

Gaining a quick respite, the monster stallion used his hoof to wipe the blood from his eyes. Once his vision was clear, he glared down at the red dragon, who was writhing on the ground and clutching his snout, dark crimson trails passing between his claws. Godzilla moved forward to stomp on the dragon, but then stopped when he was suddenly blindsided by Frost, who had recovered from his collision with the tree earlier. The white-scaled dragon once again latched onto the pony's neck with his claws and teeth, causing the kaiju to growl in pain and irritation. And, just like before, Godzilla flailed about, dislodging Frost long enough to grab him in his jaws. He whipped his head around and threw the dragon, but unlike last time, Frost managed to open his wings and take flight, clipping a few tree branches as he gained altitude.

Godzilla watched the dragon carefully as he circled back around in a wide arch. Once the kaiju was back in his sights, Frost launched a few fireballs at him; some struck the ground, while a couple hit Godzilla along his side and back. The kaiju winced, but did not take his eyes off the airborne reptile. The white drake tucked his wings, gaining speed as he made a beeline for the stallion, firing off more flaming projectiles. When he was just a couple meters away, Godzilla suddenly spun around, whipping his tail through the air and slamming it into the dragon's body. The surprisingly powerful attack sent Frost flying head-first into another tree, and at the speed he was going, his head actually pierced the tough bark and went through the other side, before the tree stopped his momentum.

Godzilla watched as the white-scaled body stiffened for a couple seconds before going limp, hanging bonelessly from the tree. The kaiju then turned back towards the lead dragon, who had managed to pick himself up off the ground, still clutching his snout with a claw. Garble's eyes widened as he looked around at his gang, all of them unconscious. He then turned his attention to the pony – though, now, he wasn't so sure he was a pony – who growled at him as he approached, harmful intent burning in his large golden eyes.

"Wait!" Garble exclaimed, throwing his claws up in a placating manner; his nose was bleeding, and it looked a little misshapen from the headbutt, indicating that is was broken. "Please," he begged, "don't hurt me! Have mercy!"

"Mercy?" Godzilla repeated, continuing towards the cowering dragon. "You showed none to the little dragon when you were beating him up, and now you plead for it?" He snorted in disgust. "From the way you were boasting before, I thought you dragons were made of sterner stuff."

"Oh, that? Oh, I just roughed him up little," Garble explained as he tried to back away from the approaching pony, but the large equine's stride was letting him cover ground faster. "I-I never meant to hurt him too bad, I was just kidding around. You know... just f-for laughs." He tried to emphasize his point with a weak chuckle, which died in his throat as Godzilla now stood in front of him.

"I find your sense of humor... disturbing," the kaiju snarled.

Giving an audible gulp, Garble quickly clasped his claws together in front of him as if he were praying. "Please! I'm sorry! I won't do it again!" he frantically promised. "Please, just let me go!"

Normally, Godzilla would have ended this pitiful reptile's existence by now, but something stopped him. He could smell the fear coming from the drake, which was nothing new to him. Whenever he attacked Japan, or anywhere else humans resided, he could smell their fear coming off them in waves as they ran from him in terror, but that never stopped him before. However, now he was seeing it up close, in the dragon's wide yellow eyes, and he could see his body trembling.

Was this how humans actually looked when they saw him coming?

Godzilla felt his desire to inflict further harm upon the dragon before him lessen... if just slightly. After a moment of contemplation, he leaned his head forward, causing Garble to flinch. When the two were mere inches apart, the kaiju spoke in a low and menacing tone of voice: "Fine. Leave, now... before I change my mind."

As transformed kaiju pulled his head back, Garble quickly nodded, flapped his wings to get airborne, turned and flew off without so much as a glance behind him. As he disappeared over the treeline, Godzilla let out a huff as he slouched a little. While far from exhausted, the fight had worn him out a little more than he had expected. Battling in this new pony form was going to take some getting used to.

"That was AWESOME!"

The sudden exclamation snapped Godzilla out of his musings. He spun around, teeth bared in a snarling grimace, preparing to face another foe. When he saw who it was, his expression changed to one of mild surprise.

"Uh, sorry," Spike said, a light blush on his cheeks. After Garble's hasty departure, the little dragon, ecstatic that his rescuer had triumphed, abandoned his hiding place and rushed over to large pony. He had been initially frightened by the menacing glare that was directed his way, but now, seeing the giant equine looking at him in confusion, he felt abashed for having startled the massive stallion with his outburst in the first place.

Having recognized the tiny drake, Godzilla put on a gentle expression, and he slowly approached, so as not to scare him again. "I'm surprised that you are still here, little one," he said. "I figured you would have been far away by now."

"Well, I was going to," Spike explained, absently rubbing the back of his head with his free claw. "But then I realized that I didn't get to say..." he trailed off when something over the large stallion's shoulder caught his attention. A small red object in the sky coming towards them, growing bigger as it quickly approached. Spike's eyes widened when he recognized it, and he pointed his claw and shouted: "LOOK OUT!"

Caught off guard by the small dragon's cry, Godzilla didn't immediately react, until he heard a swoosh of air and felt a sudden heat behind him. He turned his head, catching a glimpse of bright orange before he shrieked in pain as his head and neck were swiftly engulfed in flames.

Garble cut off his fire attack, continuing his dive towards the burning pony, and then he twisted around and delivered a flying kick to the stallion's temple. The blow was enough to knock Godzilla off balance, and being distracted by the pain, the transformed kaiju was unable to catch himself. Spike barely had time to jump out of the way as the colossal equine crashed to the ground.

Not letting up on his assault, the still airborne Garble unleashed another heavy stream of fire from his maw, covering Godzilla in flames from head to tail. Once done, the red-scaled drake landed a few feet away, a sadistic smile of his feet as he watched the pony writhe, crying out in agony.

"Ah, the specialty of the day," he said, waving his claw with dramatic flare. "Barbecued Bronco." Garble broke into laughter, until he felt a sudden jolt to his knee. He looked down to see Spike angrily punching and kicking him in the leg. Annoyed, he grabbed the purple dragon by the throat and hoisted him up to his eye level. Spike looked back at him with angry green eyes.

"You jerk!" snapped Spike, beating at the claws wrapped around his neck, but to no avail. "Why?! Why did you do that?! He let you go! He could have pulverized you, but he spared you after you pleaded him to let you go!"

"You are as dense as that pony," Garble remarked, rolling his eyes. "That was just an act. I just needed to get away and wait for him to let his guard down so I could get the drop on him. Did you really think that _I_ was going to run away from a pony?" He scoffed. "Please. The day that happens, is the day I give up my wings and my fire, and call myself a lizard."

"More like a cowardly snake," Spike spat. Garble's claws tightened around his neck, causing him to gag.

"You know, Spike, I'm glad you're still here," Garble said, an sinister smirk on his lips. "I still owe you a beating for earlier." He threw a clawed thumb over his shoulder. "And I don't think that your plus-sized pony pal's gonna save you this time."

The younger dragon continued to glare at the arrogant reptile, before breaking eye contact to look over Garble's shoulder. A second later, he blinked, and then his eyes widened and his jaw dropped. This made Garble's raise an eyebrow in confusion. It was then that the red drake noticed that it was suddenly quiet, with the exception of the crackling fire; no cries of agony, no thrashing...

It was then that the silence was broken by fierce growling.

Garble froze, overcome with a strong sense of dread. He slowly, almost mechanically, started turning, until he was turned fully around and facing what was behind him. What he saw made his expression match that of Spike's, and his grip slackened enough for the baby dragon to slip from his claws and plop onto the dirt rump first. Neither of them noticed this, both stunned by the sight before them.

Godzilla was back on his hooves, facing the two reptiles. Aside from a few tiny embers still burning in various places along his body, most of the fire had gone out, revealing charred, blackened skin underneath, all of his fur completely burned off. All of the wounds that the dragons had dealt him were completely cauterized, and what was left of his mane and tail was still on fire.

To both Spike and Garble, he looked like a raging demon-pony straight out of Tartarus. Which proved doubly true for the latter, as the stallion's bloodshot eyes were on him, his glare trying to physically pierce the drake's skull. With his fangs bared, Godzilla stomped forward. Panic quickly took hold of Garble as he took a couple steps back before launching another stream of fire from his mouth. The attack struck Godzilla square in the chest, but he did not falter, nor did he even flinch. Garble fired a couple more shots, but the kaiju gave no reaction as he continued to approach the red dragon.

Suddenly, the flames dancing in his mane and tail sputtered as there was a brief, faint flash of blue amongst the orange. A couple seconds later, there was another flash, stronger than the last, causing embers to fly off. The strange azure light continued pulse, growing in strength and flashing more rapidly by the second. Finally, a particularly strong pulse snuffed out the remaining flames, leaving what was left of Godzilla's mane and tail glowing bright blue.

Both the Garble and Spike were, understandably, shocked and confused by this phenomenon, neither of them knew what it meant.

The kaiju, however, did.

Recognizing the familiar sensation, Godzilla allowed a smile to cross his face, before pulling his head back and opening his jaws wide, revealing the same blue glow forming in the back of his throat. While Garble didn't understand what was happening, he sensed that something bad was about to occur. Taking a deep breath, Garble immediately unleashed a large torrent of fire at the stallion. Almost at the exact same time, Godzilla threw his head forward, a large, solid beam of blue firing from his maw. The columns of orange and blue collided, and they clashed in a battle for power... for a couple of seconds. Then, the kaiju's attack began pushing forward, tearing through the dragon's flames like tissue paper. Garble struggled to pour more power into his fire, but all too soon, he ran out of breath, and his flames snuffed out. Instantly, he was struck by the azure fire, the force of the attack knocking him to the ground and sending him skidding in the dirt for several feet before it finally ceased.

Snorting blue steam through his nostrils, Godzilla walked toward his prone victim, stepping past Spike, who could only look up at the ponified kaiju in shock and awe. When he reached the fallen dragon, he saw that the scales of his face and upper body were slightly charred. Garble was on his back, eyes clenched shut as he let out a groan of pain through gritted teeth. He opened his eyes, which widened upon seeing the giant equine towering over him, and he attempted to push himself off the ground, but Godzilla firmly planted his hoof on the dragon's stomach, pinning him down.

"Wait, please," Garble begged, holding his claws up. "Let's talk this out."

"No more talk," Godzilla replied, coldly. "You had your chance." His mane and tail began to glow again.

Seeing that his pleading fell of deaf ears, Garble merely whimpered, "What are you?"

As the glow intensified, transformed kaiju answered the dragon's question, the light aura pouring from his mouth.

"I am Godzilla... King of the Monsters."

He then unleashed his atomic breath upon Garble, the sound of the blast drowning out the dragon's screams. After nearly ten seconds, Godzilla cut off his attack. The red drake's entire upper body was now charred black, and his head spines, ear frills and wing membranes were nearly burned off completely. Smoke rose from his body, carrying the smell of burnt scales with it. The pain was so excruciating, Garble could only whimper pitifully, until finally, after what felt to him like an eternity, his eyes rolled up into his head, and he slipped into blissful unconsciousness.

With the last of his enemies out of the fight, Godzilla gave into instinct, throwing his head back, and unleashing a roar of victory to the sky.

Spike covered his ears, trying his best to block out the incredibly loud cry, the very ground he stood upon trembling from the sound. Even after the cry faded, there was still a faint ringing in his ears. As he uncovered his ears, his eyes never left large stallion, who, despite being wounded and badly burned, still looked very imposing.

"Whoa." That's all he could say. That was the only word he could think of to describe what he just witnessed. It seemed like the kind of thing you could only read about in comic books. _Come to think of it,_ Spike thought, _this would have made an awesome fight scene in the "Power Ponies" comics. Heck, this guy could give Saddle Rager a run for her bits!_

"Are you all right, little one?"

Brought out of his musings by the deep voice, Spike looked up to find that the burnt pony had moved away from Garble, and was now standing right in front of him. Large gold-colored eyes, which had been filled with malice and ferocity during the fight, now looked down at him with gentle concern.

"Uh, yeah," the baby dragon replied as he picked himself of the ground. "I'm..." He trailed off, looking up at the stallion incredulously. "Am _I_ all right?! I should be asking _you_ that question! You were set on fire!"

Godzilla grinned, amused by the tiny drake's expression before giving a small shrug of his shoulders. "It's not the first time it's happened," he explained. "And it most likely won't be the last."

Spike was baffled at how nonchalant the stallion made that statement, as if it was a normal occurrence. "But... doesn't it hurt?" he asked.

"A little... but I've felt worse," Godzilla replied, thinking back to last night and his near-death experience.

The baby drake looked at the battle wounds littering the equine's charred body. _Worse than_ this _?,_ Spike thought in bewilderment. He then blinked, something catching his eye. Stepping forward, he took a closer look at a set of cauterized claw marks on the pony's upper foreleg, and saw that the wound was glowing a very faint blue. Spike watched, mesmerized, as the wound was slowly shrinking in on itself. As it did, the burnt flesh around the mark chipped away, falling to the ground, with light pink skin taking its place. Almost immediately, tiny hair follicles began to sprout up, covering the newly formed flesh with charcoal-gray fur. Taking quick looks at the other marks along the pony's body, the baby dragon saw that the same thing was happening with them as well.

"Your wounds," Spike said, awed by what he was seeing. "They're healing!"

Godzilla looked down at his body, seeing that this was indeed the case. "Hmm, so they are. It would seem that I still retain most of my abilities," he surmised.

"Abilities? What exactly are you?" Spike asked, curiously looking over the massive equine again. "I mean, you look like a giant Earth pony, but then there's that roar, those teeth, and that blue fire; it's like you're part dragon. Are you some type of hybrid?" he asked.

This actually made the kaiju chuckle. "No, little one," he answered with a smile. "While I have been mistaken for one on more than one occasion, I am not a dragon. And, up until this morning, I wasn't a pony either."

"Really?" Spike thought back to when the large pony first appeared. He had seemed surprised when Garble referred to him as a pony. "If you weren't a pony before, then what were you?"

"A dinosaur."

"Dinosaur?" Spike tapped a claw to his chin as he ran the term through his brain.

As Godzilla watched the little dragon think to himself, his attention was drawn to the small brown pouch still clutched in his claws. "What is that you're carrying? Must be something very important to you to risk your life, protecting it from those dragons like you did."

Spike looked down at the aforementioned bag. "Oh, yeah... I actually forgot I still had it." He looked back up at Godzilla. "It's not for me, it's for Twi-..." Spike trailed off, his eyes widening in realization. "Twilight!" With everything that has happened, he had completely forgotten that he still had to bring the herbs to her. She was probably wondering where he was, as he should have already been back to the castle by now. Frustrated at his forgetfulness, he slapped himself in the head with his free claw, yelping as he accidentally struck a bruise.

"What's the matter?" asked Godzilla, confused by Spike's sudden mood shift.

"Twilight's waiting for me to bring her these herbs! I gotta get back to Ponyville!" Spike explained hastily, before breaking into a run. After four steps, however, he came to a stop, clutching his body with a whimper. Now that the whole ordeal was over, the adrenaline rush he felt then had worn off, and the pain from the beating he received had caught up to him... with a vengeance. He felt sore all over, and every step he took sent a jolt of pain through him. In his condition, it would take him much longer to get home, as he would have to move at a slower pace.

"Tell you what, little one," Godzilla started, seeing the young drake's predicament, "I'll take you there, and you can ride on my back." The purple reptile looked up at him with wide eyes. "That way, you can have a chance to rest. Plus, if any other dangerous creatures cross our path, I'll be able to protect you."

"A-Are you sure?" Spike asked concernedly, again looking over the pony's still burnt body. "You got hurt pretty badly helping me. I wouldn't want to be any more trouble."

Instead of answering, the transformed kaiju merely dipped his head and grabbed Spike's back between his teeth, taking care not to puncture the little dragon's scales with his fangs. This action startled Spike a little at first, but he quickly relaxed as the stallion lifted him up, and gently placed the drake on his broad back.

"It's no trouble," Godzilla assured, giving him a gentle smile. "Now, which way to... Ponyville, you called it?"

Spike nodded and pointed in the direction he had been going before he was attacked. As the large pony started walking, Spike glanced at the defeated dragons. "What about them? They're not dead... are they?" he asked nervously.

"No," the kaiju answered, not sparing a glance to the fallen reptiles. "I'm not fully accustomed to this form yet, thus I cannot fight at my full strength. They are fortunate."

"Oh," Spike muttered, a little unnerved. _That wasn't his full strength?_ He cast one last glance at Garble's charred form as they left the clearing, trying not to imagine what could have happened if the monster stallion had gone all out.

"What is your name, little one?"

"It's Spike," he replied, putting the troubling thoughts out of his mind. "And yours is... Godzilla, right?" he asked, recalling what the pony had told Garble near the end.

"That's right," Godzilla nodded.

"Well, Godzilla," Spike said, giving the Monster King a grateful smile, "thank you... for saving me."

This prompted a soft smile to cross Godzilla's lips. "You're welcome... Spike."

* * *

Not long after the duo left the clearing, the comatose dragons regained consciousness, one by one. They slowly picked themselves up, while those that couldn't move on their own had to be picked up and carried. No words were spoken, but they all silently agreed that it was time to leave the forest, and cut their losses. Most of the groups' wings were damaged during the fight, so flying was not an option; they had no choice but to go on foot.

Pyro, Chunk, Lump and Frost were the least injured, and were able to walk on their own. Each of them had some broken ribs, while the white-scaled drake also had pieces of bark imbedded in his scales. Soot, having his spine crushed, was unable to move, and was slung over Lump's shoulder. Garble, suffering from serious burns from the monster pony's attack, had his arm slung over Chunk's shoulders, being half-carried and half-dragged.

The group trekked through the forest in silence, the occasional pained moan or whimper being the only sound made. About fifteen minutes later, Garble groaned, "I... hate... ponies." A murmur of agreement came from the others. "And I never... _ever_... want to see another pony for as long I live!"

As the rest of the reptiles readily agreed, there was a sudden rustle in the brush ahead that made the dragons freeze on the spot. A few suspenseful seconds later, a creature stepped out of the bushes and into full view. And much to the dragons' chagrin, it was a _pony-shaped_ creature.

"Oh, come on!" Garble snapped, waving his free arm in exasperation. "What did I just say?!"

"Hey, wait a sec," Chunk said, taking a long look at the pony in front of them. "Something's weird about that pony."

This prompted the rest of the drakes to take a careful look, and they soon realized that their heavyset cohort was right. The "pony" wasn't covered in fur; it looked more like it was covered in armor, which was crimson red. Its legs had various holes in them, yet it seemed to have firm stability. Its short, scraggily mane and tail, and a section of its back were a darker shade of red, and it was sporting a pair of bright red, transparent wings. It had a pair of white fangs poking out of its mouth, a reddish-orange horn atop its head, and it was looking at the drakes with yellow, pupilless eyes.

"Wait, that's not a pony," said Pryo. "It's one of those changelings; those bug things that can change shape."

"Why is it red?" Frost asked as the changeling in question slowly walked towards them. "I'd heard that they're usually black?"

"Who cares what color it is?!" Garble snapped, pulling himself away from Chunk and standing on his own, even though it hurt to do so. He glared at the approaching insect. "Beat it, bug. You're in our way." The changeling did not seem to hear his words, or chose to ignore them, as it came closer. "Get lost!" Once again, the creature did not change its direction. Fed up with the pest, Garble shot a fireball at the changeling striking it in the face, which caused it to give a startled screech. "Am-scray!"

As the flames cleared, there was a small burn mark on the red chitin, but it didn't look like it really hurt the changeling. Narrowing its eyes at its attacker, the insect curled its lips back, revealing it razor sharp teeth as it gave a threatening hiss.

"Uh, boss," Pyro said, nervously stepping toward the red drake. "Maybe you should just leave it alone. We'll just go another way." Garble whipped around on the blond-haired dragon, making him flinch back.

"Shut up!" the leader growled. "That oversized pony may have gotten one up on me, but I'm not backing down from a bug!" He then turned back to the changeling. "Besides, there's... only... one..."

His voice died in his throat when he saw that two more changelings, identical to the first one, had come from the same bush and now stood on either side of their counterpart, all of them giving the dragons dangerous looks. Multiple screeches drew the group's attention to their left; two more of the insects came from behind a tree. Leaves suddenly fell from above, prompting everyone to look up; a few more changelings were perched out on the tree's limbs, a couple poking their heads out through the branches. On their right, even more changelings crawled out the foliage, hissing and baring their fangs. Finally, the dragons looked behind them, and saw several more of the red-colored bugs standing there, blocking their last possible escape route.

The six dragons looked around in wide-eyed fright, they were now surrounded by two dozen of the hostile insects. Garble turned his attention to the first changeling that had appeared, the one he had burned. Gulping down the lump in his throat, he opened his mouth.

"Uh..."

That was the red dragon's famous last word, because the instant it left his mouth, the changeling screeched as it flew at him with lightning speed, before sinking its sharp fangs into his throat. The other two followed suit, one hitting him in the chest, the other in his stomach; the impacts were enough to knock Garble onto his back.

A second later, before any of the others could even react, the rest of changelings fell upon them. Given their weakened state, and the overwhelming numbers, the dragons were quickly brought to the ground, and they could do nothing but scream as the vicious bugs used their teeth to tear away their scales, getting to the soft flesh underneath.

As this happened, the changeling with the burn mark pulled its head up from the gushing wound in Garble's neck, licking the blood on its lips and fangs. It looked on as its brethren feasted on the living dragons. A feral, fanged smile crossed its face as it drank in the carnage, and listened to the dying screams of agony, before returning to its still warm meal.


	4. Chapter 4

**Chapter 4: Encounters and Introductions**

"All right, Ah hereby call this meeting of the Cutie Mark Crusaders to order!" Apple Bloom declared, tapping her hoof against the podium twice, before turning her attention to her two best friends and fellow members. "Before we get to the usual business of getting our cutie marks, did y'all see that strange orange cloud over the Everfree Forest last night?"

"Yeah!" Sweetie Belle squeaked. "It was HUGE! I saw it all the way from the Carousal Boutique!"

"I saw it, too!" exclaimed Scootaloo, her wings buzzing in excitement. "And how about that explosion before that. It was so loud, my house actually shook!"

"Yer tellin' me!" Apple Bloom agreed stepping down from the podium to join the others. "With our farm as close to the forest as it is, Ah thought for sure ours was gonna collapse! It woke up my whole family."

"It woke up a lot of ponies," Sweetie Belle said. She recalled looking out of her window to see what the ruckus was about, and saw quite a few ponies leaving their homes to gawk at the large cloud over the Everfree. "Especially my sister. She complained for half an hour about her beauty sleep being interrupted," she added with a roll of her eyes.

"So, what do you think that cloud was all about, Apple Bloom?" asked Scootaloo, turning her attention to the earth pony.

"Ah'm not really sure. Ah asked Granny Smith about it, but even she didn't know. Said she never saw anythin' like it."

"Well, it certainly didn't stick around very long," the pegasus pointed out. "It faded away after, like, ten minutes."

"Yeah," Apple Bloom agreed, before giving her friends a determined smile. "But Ah think we need to go into the forest and take a look anyway. Who knows what that cloud did last night. If there was ever a chance to get our cutie marks in somethin', this might just be it."

While Scootaloo immediately grew excited by the prospect, Sweetie Belle was more reluctant.

"I don't know, Apple Bloom. That sounds dangerous. And I don't think our sisters would want us going into the Everfree Forest right now," she pointed out.

"Oh, come on, Sweetie!" Scootaloo implored. "That's never stopped us before!"

"Yeah," Apple Bloom agreed. "And it's like Ah said before: no risk, no reward!"

"The last time you said that, we didn't get our cutie marks, and Applejack had us cleaning up the rodeo after Trouble Shoes trashed it," the unicorn reminded her.

That statement was enough to make the smile on the yellow filly's face wilt to a frown. "Oh, yeah," she muttered, her eyes dropping to the floor.

Scootaloo could see the doubt overcoming both of her companions. She, too, remembered that day, causing a involuntary shudder to pass through her. But she shook it off, not ready to give up on the idea. Sure, there was the chance that they would get into trouble, but, in her mind, the possible reward was well worth the risk.

She stepped forward, intending to re-rally the girls, but stopped when she heard a faint, high-pitched chirp. Normally, she wouldn't have given it a second thought, given that there were birds always chirping outside the clubhouse. But that didn't sound like any bird chirp that she heard before.

She turned her head to the open window... just in time to see something pink fly by.

"Hey, what was that?" she asked, trotting over to the window. She hopped up, putting her front hooves on the sill and poking her head outside, looking around.

"What was what?" Apple Bloom asked as she came up behind the pegasus, Sweetie Belle quickly joining them.

"What did you see, Scootaloo?"

Scootaloo didn't answer right away, but kept looking about, trying to spot whatever passed by the window a moment ago. Suddenly, she was aware of a growing shadow above her that blocked out the sun. The pegasus looked up, just as the object smacked her in the face with enough force to knock her away from the window. Both her friends cried out as they jumped out of the way as she fell onto her back.

Having closed her eyes from the sudden impact, Scootaloo slowly opened her eyes, and was instantly greeted by the sight of two blue, glowing eyes, and a pair of grey mandibles.

The pegasus' high-pitched scream filled the clubhouse as she flailed wildly to dislodge the thing on her face. "Getitoffgetitoffgetitoffgetitoooooooooff!" she babbled hysterically. The creature obscuring her vision quickly flew off of its impromptu perch. The instant it was clear, Scootaloo rolled to her hooves and ran over and ducked behind her friends, who were looking at whatever was flying around overhead with wide eyes. "What is that thing?!" she asked, her voice an octave higher than normal.

Finally, the creature slowed its flight and descended, landing softly upon the podium, giving the three fillies a clear view of the invader. Perched on six fuzzy legs, it looked, to the girls, like a large butterfly, roughly the same size as Fluttershy's pet bunny, Angel. It was covered in white fur, with patches of pink running all along the back and the top of its head. It wings were a pretty sight to behold, a swirl of pink, yellow and white, with bits of red and black mixed in as well. Atop its head, two small antennae lightly wiggled to and fro as it looked at the ponies with blue, lidless, lightly fluorescent eyes. It also had a set a grey mandibles, which looked like a sideways mouth. When said appendages opened, it let out a little chirp.

This elicited a high-pitched squeal from Sweetie Belle, who stared at the bug with starry-eyes. "It's... so... CUTE!" she gushed.

"Wow," Apple Bloom said in awe, though in a much calmer demeanor than her unicorn pal. "Ah ain't ever seen a butterfly like that before."

"Me neither," Scootaloo replied, having calmed down from her initial panic attack.

"We are _so_ keeping it," Sweetie Belle stated.

"What?" Scootaloo asked, looking at her friend incredulously. "Sweetie, we don't even know where it came from."

"Yeah," Apple Bloom chimed in. "It could be dangerous, or poisonous, or –"

"We. Are. Keeping. It." the unicorn intoned with finality, giving her friends a look that could rival Fluttershy's Stare.

"Uh... yeah, sure," Apple Bloom said uneasily, taking a few steps back, followed closely by Scootaloo.

"W-whatever you say, Sweetie Belle," the orange pegasus chuckled nervously.

The sound of flapping wings brought the fillies' attention back to the butterfly, who had taken flight and was making for the open window from whence it came.

"NNNOOOOOOOOO!" Sweetie Belle cried, making a running leap for the adorable insect, but, unfortunately, it had already made it outside before she cleared the distance. Unwilling to give up on her potential pet, she lit her horn, capturing the little escapee in the light green aura of her magic. However, before she could pull it back in, its tiny antennas lit up in a golden glow, which quickly spread around it, negating the little unicorn's magical hold on it, allowing it to fly away.

"COME BACK HERE!" Sweetie Belle screamed, actually climbing up onto the window sill. Had her friends not grabbed her, she would have jumped right out. As they pulled her back down, she flailed about, but unable to break free.

"Sweetie Belle, git a hold of yerself!" Apple Bloom snapped.

"But it's getting away!" her distraught friend replied.

"That ain't no reason to go jumpin' outta window like that!"

The unicorn was about to make a retort, but was cut off by Scootaloo, who pointed out the window. "Look!"

Both her friends followed her pointing hoof, and were surprised to see the butterfly had turned around and was flying back towards the clubhouse. It stopped a few feet from the window, flapping its wings to stay airborne. It chirped at them before turning around and flying away again, but this time, it stopped a few meters away, turning back around and chirping at the ponies.

"What's it doing?" Scootaloo asked curiously, releasing her hold on the unicorn as she watched the bug repeat its actions.

"I think it wants us to follow it," Sweetie Belle guessed. "Come on, girls, let's go!" She galloped towards the door, rather than trying to jump through the window again. Relieved that their friend seemed to regain some rationality, the earth pony and pegasus quickly followed after her.

Once they were outside, they immediately attached their wagon to Scootaloo's scooter. They hopped on, donned their safety helmets, and they quickly sped off, following after their quarry. It was a bit of a bumpy ride, as the elusive butterfly took them through groves of apple trees. Being the skilled rider she was, Scootaloo had little trouble maneuvering around the trees, even with the extra weight of the wagon and her friends. Every now and then, the wagon would run over a tree root or an upturned rock, jostling Apple Bloom and Sweetie Belle a bit, but the fillies managed to hold tight. Eventually, the butterfly led them from the trees and onto the open road, much to their relief.

After a couple of miles, Scootaloo saw the butterfly flying towards another grove a trees, one that she easily recognized. "Girls, it's heading into the Everfree Forest!" she called over her shoulder.

"So? Just keep following it!" Sweetie Belle replied.

"I thought you said you didn't want to go into the Forest," Scootaloo recalled.

"Yeah, what about it bein' too dangerous?" Apple Bloom reminded her. The unicorn merely looked at her with a smirk.

"It's like you said, Apple Bloom: no risk, no reward. Besides, cutie marks or not, I want that butterfly." Sweetie Belle pointed her hoof towards the ominous entrance to the Everfree, which the object of her affection had flown through. "Come on, Scootaloo, full speed ahead!"

"Whoo-hoo! That's the spirit!" Apple Bloom cheered with a wide smile.

"Yeah! Let's do it!" Scootaloo shouted, a determined grin crossing her lips. She flapped her wings harder, adding a burst of speed to her scooter. As they entered the dreaded forest, the three fillies gave a jubilant cheer that echoed through the trees.

"CUTIE MARK CRUSADERS, HO!"

* * *

"So, what exactly is a dinosaur?" Spike asked, prompting Godzilla to look back at him out of the corner of his eye as he walked. With the wounded dragons behind them, and having mostly recuperated from the harrowing experience, the little dragon was curious about the mysterious stallion that had come to his rescue.

"Well," the kaiju began, turning his attention back to the path towards Ponyville, "dinosaurs were reptiles that once roamed the land a long time ago. They came in various sizes, but most of them were large. They looked like dragons, but most of them, including my kind, couldn't fly, and they didn't breath fire."

"Oh," said Spike. A moment later, he blinked. "But, if they didn't breath fire, how are you able to?"

"It's not actually fire," Godzilla said offhandedly. "And I gained that ability, along with others, when my body was mutated."

"Mutated?" Spike repeated in awe. Thoughts of the Mane-iac from the _Power Ponies_ comic books popped into his head. "Whoa. How did it happen?"

"Radiation from a weapon... created by humans," Godzilla growled.

"Humans? You mean those creatures that walk on two legs, wear clothes, and have hands?"

"Yes." He gave the forest a narrow, cautionary glance. "Fortunately, we haven't come across any... yet."

Spike noticed the way Godzilla scanned the surrounding trees, eyes narrowed, ear flattened, and scowling. The stallion seemed agitated by the idea of running into humans. The little dragon thought back to the times he and Twilight visited the alternate world where Sunset Shimmer lives, and their encounters with humans; once you got used to their appearance, for the most part, they were pleasant to be around, especially the human doppelgangers of their pony friends.

For Godzilla, that didn't seem to be the case.

Spike comfortingly gave the large pony's back a gentle pat. "Well, you've got nothing to worry about. Humans don't exist here in Equestria."

He was roughly jostled when Godzilla came to a sudden stop. The stallion whipped his head around, giving him a look of pure bafflement. Had Spike not been so startled by the action, he would have found the wide-eyed/jaw dropped look on the massive pony hysterical.

"Humans... don't... exist?" Godzilla asked slowly. Receiving a nod, he looked off to the side, staring at nothing. The thought was almost overwhelming for the kaiju; no humans? The troublesome creatures had been the bane of his mutated existence for years. Just last night, moments away from death, the kaiju had been surrounded by humans, looking on as his life extinguished. Now, he had just been told that none exist here in...

"Equestria?" His muzzle scrunched up in confusion. "What is that?"

"You... don't know about Equestria?" Spike asked, a little confused himself.

"The name doesn't sound familiar," replied Godzilla. He tilted his head in thought. "Of course, there are many places of the world I haven't been to yet. I generally keep to the ocean, and when I go to land, it's usually in or around Japan."

 _Japan? Where the heck is that?_ Spike questioned mentally, getting almost as befuddled as Godzilla. He then shook his head, deciding it was better to focus on one thing at a time. "Well, we still got a bit to go before we reach Ponyville. How about I tell you a little bit about Equestria while we walk?"

The kaiju nodded gratefully. "Perhaps that would be best," he agreed, and started along the path once again.

Spike told the kaiju the condensed version of Equestria's founding, the three pony tribes, and the princesses. He also spoke about Twilight, their friends, and the many adventures they've been on. After awhile, the duo noticed the trees around them beginning to thin, until finally, the Everfree Forest gave way to clear blue skies, green plains and large mountains in the distance.

"I've never been so glad to be out of the forest," Spike said, sighing in relief. He cast a wary glance over his shoulder at the dreaded woods, and happen to see Godzilla's tail casually swinging about. He blinked before he realized that the hair on the appendage was fully regrown. Glancing back to the front, he saw that the same was true for the stallion's mane; he'd been so distracted during his monologue that he didn't notice before. He then looked down at Godzilla's back; the wounds and burn marks that he got during the battle had become nothing but faded scars, which were slowly disappearing underneath his dark gray fur.

 _Wow, Godzilla's wounds have healed completely,_ Spike thought in awe. _It's like he never even got into a fight in the first place!_ The little dragon was about to voice his amazement at the discovery, when the large pony suddenly came to a stop, jostling him for a second time. He looked up at the back of Godzilla's head in concern, and asked, "What's wrong?"

"There is a human village up ahead," Godzilla replied, glaring at the settlement through narrowed eyes.

"That's Ponyville," Spike quickly told him. The stallion looked back at him in confusion. "There aren't any humans here, remember?"

After a few seconds, Godzilla's eyes widened in recognition. "Oh... right," he muttered, returning his gaze to the village. "So, that is Ponyville?"

"Yep," Spike confirmed proudly. "Home to resident earth ponies, unicorns and pegasi. Plus, one devilishly handsome dragon," he added boastfully, puffing out his scaly chest.

The kaiju didn't acknowledge the last comment, instead cautiously looked over the settlement. "So, ponies actually live inside houses, that they built themselves?" he asked.

"That's right."

"But... how were they able to build with these?" Godzilla inquired, holding up one of his massive hooves for them both to see. "I imagine that it must be difficult without claws or fingers."

Spike opened his mouth to answer, but then paused, rubbing his chin with a claw as he thought for a moment. Finally, he shrugged. "You know, I'm not really sure. I never actually thought about how a pony's hooves can clasp things; they just do."

"Huh," the kaiju muttered, putting his hoof back on the ground. Returning his attention to Ponyville, and, after another moment's hesitation, started down the path towards the town. "So, you are the only dragon, living in a town of ponies?"

"Pretty much."

"Are the ponies not bothered by your presence?" Godzilla questioned.

"No, not at all," answered Spike. "I mean, sure, there may have been a few who were nervous around me when I first moved here, but since then, they've all accepted me."

"And none of them have mistreated you, or tried to do you harm?" the kaiju asked, a sharp edge entering his voice, which Spike picked up on.

"No," he quickly assured the stallion. "The ponies here aren't like that. They're very welcoming and friendly towards me. Besides," he added, "if anypony did mistreat me, and Twilight got wind of it, she wouldn't stand for it."

"Twilight Sparkle." Godzilla recalled Spike talking about her before. "She is your guardian?"

"Mm-hm," Spike nodded. "She's the one who hatched me from my egg. She raised me, taught me everything I know, and she takes good care of me."

"So, she is your parent?"

"Eh..." Spike hesitated, scratching the back of his head awkwardly. "I guess, technically, she is, but I've always seen her as more of a big sister." The little dragon then smiled happily. "But all that matters is that she is my family."

Godzilla felt a sudden pang in his heart at that word, memories of his late son flashing before his eyes. "Yes," he muttered solemnly. "There is nothing more important than that."

Spike, while unable to see his face, could hear the somber tone that had entered the pony's voice. He nervously bit his lip, realizing that he must have brought up a delicate subject for the massive stallion. Before he could say something to alleviate the tension, Godzilla spoke up, his tone brusque.

"We've arrived."

Tilting his head to glance past Godzilla's mane, Spike could see that they had indeed reached the edge of Ponyville. He held his tongue, deciding to wait on bringing up the troubling topic that had made Godzilla upset. _Maybe making friends with Twilight and the others will help cheer him up a bit,_ Spike thought hopefully.

Pushing away the unpleasant emotions he was feeling, Godzilla observed the village he had entered. The pony-made houses reminded him of those in rural villages spread throughout Japan, not at all like the modern skyscrapers that were more common in the heavily populated Tokyo. It looked primitive, no advanced technology that the humans prided themselves for.

Then, Godzilla got his first look at two of Ponyville's residents on a nearby bench. One was a cream-colored earth pony, with a mix of dark blue and pink in her mane and tail, lying on the bench with her legs tucked under her. The other was a pony with mint green fur and white haired mane and tail, and a horn on her forehead; from what Spike had told him earlier, Godzilla identified her as a unicorn. Unlike her companion, the unicorn was sitting up on the bench, a lot like how a human sits, Godzilla realized. As he got closer, he also noticed that there appeared to be symbols on their flanks of things he couldn't immediately identify.

The unicorn was talking to the other pony very animatedly, gesturing with her front hooves. Then she happened to look up for a second and see him approaching, and her eyes widened as she gaped. Noticing this, the cream-colored pony looked in the same direction as her friend, and her expression became that of shock. The kaiju braced himself, knowing what was going to happen next. If they acted half the way humans did when he approached, they would scream in terror and run away. Others would hear them, see what the commotion was about, and would do the same thing when they saw him.

"Whoa..." the unicorn said.

Godzilla blinked. He wasn't expecting that.

Neither of the ponies were screaming, or running away. They just sat on the bench, staring at him. But their eyes were not full of fear, they were filled with awe; the same way Spike had looked at him during their first encounter.

By now, Godzilla had walked far enough for the earth pony to notice the small dragon on his back.

"Spike?" she said.

Recognizing the ponies, Spike smiled and waved. "Hey, Bon Bon, Lyra! What's up?"

The two identified equines got off of the bench and approached the large stallion, who had stopped walking.

"Whoa, Spike, what happened to you?" Lyra asked, seeing the bruises and scratches the little dragon.

Spike merely waved his claw. "Meh, had a little trouble in the Everfree Forest. I'm okay, though."

"That's a relief," Bon Bon replied, before turning her attention to the huge pony, who was looking back at them. "Who's your large friend?"

"Oh, this is Godzilla. Godzilla, meet Bon Bon and Lyra Heartstrings," Spike introduced.

"Hey, there, Godzilla," Lyra said jovially, giving him a big smile.

"Uh... hello," he replied slowly, a little uncertain.

"It's nice to meet you, Godzilla," Bon Bon said, a warm smile on her face. "Welcome to Ponyville."

Godzilla was a little taken aback, not just by their greeting him, but also their sincerity. "T-... thank you," he finally said.

"Well, we need to get going, girls," Spike said. "Gotta go see Twilight. We'll catch you later."

With that, Godzilla resumed walking, while Spike waved farewell to the two mares.

"Bye, Spike," Bon Bon said, returning the gesture.

"Get better soon, little buddy!" Lyra called.

"See?" Spike asked Godzilla, who looked a little dazed. "Like I said, welcoming and friendly."

"Yes," Godzilla replied distractedly. To say that the kaiju was bewildered would be an understatement. Most creatures, human or otherwise, would cower and flee at his approach. Never before had anyone looked upon him without fear or animosity.

 _Except for Miki Saegusa..._

As the kaiju and dragon got further to the center of Ponyville, Godzilla began seeing even more ponies; mares, stallions, even fillies moving about. He saw more earth ponies, unicorns, and even ones with wings ( _pegasai,_ he remembered.). He was thrown off by the various colors the equines came in. Where he came from, the ponies and horses were more earth tones, like brown, black, white and gray. Here, they came in a more wide range of colors, even some that Godzilla didn't even know existed.

Like the first two ponies, all of the adult equines had markings on their flanks, each of them different. Some of them were symbols of things that he was familiar with, like plants and animals, and others were various objects that he recognized from Miki's shared memories and from his encounters with humans in Japan.

But what really shock him was how they behaved. Like the dragons, the ponies talked and acted a lot how humans did. He saw a three mares, watering and tending to various flowers outside a shop; he spied a gray pegasus with a blonde mane delivering mail; he saw most of the ponies purchasing food and other items from various stands in a market place.

Of course, all activity came to a halt as the ponies spotted Godzilla walking down the street.

Godzilla felt all eyes on him as he walked along, which made him slightly uncomfortable for some reason; he was used to being gawked at before in his previous forms, but now, seeing their reactions up close, gave him strange feelings. They were speaking to each other in low tones, but thanks to his new ears, he was able to pick up most of what they were saying.

"Who is that?"

"Wow, he's huge!"

"Is that Spike on his back?"

"Great whickering stallions!"

"Where did he come from?"

"I've never seen him around before."

"Check out the muscles."

"Check out that _nice_ flank."

"Where's his cutie mark?"

"Who cares? Look at that flank!"

The more he heard, the more befuddled Godzilla became. He didn't sense any hostility coming from these equines; only curiosity with a little bit of caution mixed in.

"Hey, you okay there, big guy?" Spike asked, snapping the pony out of his daze.

"They're... not as fearful of me as I had anticipated," Godzilla murmured.

"Well, they're a lot less panicky around strangers now. If you had shown up in Ponyville about five years ago, then they probably would have taken cover." Spike admitted sheepishly, thinking back to the first time he and the others met Zecora. He then shrugged. "But, with all the crazy things that go on here every now and then, I think they've all mellowed quite a bit."

Godzilla merely nodded at the statement, still overwhelmed with the whole situation. There were a couple of ponies who actually waved at him. Unsure how to react, the transformed kaiju waved back, albeit awkwardly. "Where exactly do you and Twilight Sparkle live?" he finally asked.

"You'll want to head for the other side of Ponyville," Spike answered, pointing ahead of them. "It's a large, purple, crystal castle, you can't miss it."

Godzilla turned his head in the designated direction, and sure enough, he saw the top of the aforementioned structure in the distance. The light from the mid-morning sun reflected brightly off the crystal surface, making the castle sparkle.

"Indeed," Godzilla muttered. "No way you can miss that."

With that, the monstrous stallion made his way through the market place, leaving a group of gawking ponies in his wake.

* * *

Twilight was in council with her friends, each of them seated comfortably in their designated chairs around the crystal map. The current topic, of course, was the strange anomaly that occurred last night. Everypony had witnessed the phenomenon, with the exception of Twilight herself, having been stricken by the magical surge that had accompanied it.

"Oh, are you sure you're all right now, Twilight?" Fluttershy asked worriedly.

"I'm fine, Fluttershy," the alicorn replied gently, giving her friend a reassuring smile. "Princess Luna was able to heal the worst of it last night, and sleep took care of the rest." She then gave a whining groan. "I only wish that I could have seen the anomaly for myself."

"Heh, guess we finally found downside to being an alicorn, huh, Twi?" Rainbow Dash teased.

"Now, Rainbow Dash, you shouldn't joke about Twilight's predicament like that," Rarity chided.

"It's okay, Rarity, it's really no big deal," said Twilight. She then chuckled. "Though I guess it goes to show that being a princess has its drawbacks."

"Well, yes, I suppose," Rarity conceded reluctantly, but then followed up in a more positive tone, "But, surely the pro's of being a princess outweigh the con's; your royal title, your own stain-glassed window in Canterlot, this glorious castle!" She sighed dreamily. "I dare say that those alone are worth such a minor inconvenience."

Twilight gave a good-nature roll of her eyes at fashionista's dramatic sense of logic, as did the rest of her friends. _Well, as_ minor _as it might have been, I'd rather not have to go through it again anytime soon._ she thought. She cleared her throat, gaining everypony's attention. "So, according to Celestia and Luna, the cause of the anomaly last night was most likely due to the arrival of... an otherworldly visitor," she finished, barely able to contain her glee. While she found the possible existence of extraterrestrial life exciting, she wasn't sure how the others would react.

Immediately, the other ponies started speaking at once, each displaying various degrees of shock and surprise by what they just heard. A moment later, Rainbow Dash flew out of her chair, stopping right in front of Twilight, while staying airborne.

"Whoa, whoa, whoa. Otherworldly visitor? As in... an alien?" the cyan pegasus asked, receiving a slow nod from Twilight. "That... is... AWESOME!" she shouted jubilantly, doing an aerial back-flip, before landing back in front of her lavender friend.

"I know, isn't it?" squeaked Twilight gleefully, matching Rainbow's enthusiasm. Suddenly, both of them were pulled into a massive hug that made their bones creak, courtesy of Pinkie Pie, whose exuberance matched, if not outclassed, that of both her excited friends.

"Woo-hoo! This is so amazing!" Pinkie cheered, dancing happily on the tabletop, holding Twilight and Rainbow tightly in her forelegs. "I've always wanted to throw a party for an alien!"

"You have?" Twilight grunted, having difficulty breathing while trapped in the pink pony's embrace. "Since when?"

"Uh, since you mentioned it a moment ago, silly," replied Pinkie, as if it were the most obvious thing in the world.

"So... random," Rainbow Dash muttered under her breath.

"Now, Pinkie, let's not get too far ahead of ourselves," Rarity spoke up. "We don't even know what this... visitor... is here for."

"She's gotta point there, Pinkie," said Applejack. "We don't know if it's friendly or dangerous."

"Oh, goodness. I really hope it's friendly," Fluttershy timidly spoke up.

"Don't worry, girls," Pinkie said confidently, finally releasing Twilight and Rainbow from her hug, much to their relief. "I'm prepared for both scenarios. It'll either be a 'Thank-you-for-coming-in-peace-have-some-cake' party, or a 'Have-some-cake-before-you-abduct-us-or-probe-us-or-exterminate-us' party. Either way, there's gonna be cake."

The ponies stared at their eccentric pink friend for a couple moments, before Applejack shook her head and looked at Twilight. "By the way, Twi, where's Spike?" she asked. "Seein' as how this sounds a lot like what he reads in those comic books of his, Ah figured he'd be here, too, just as excited about this as you are."

"We ran out of that herbal tea that I really like," Twilight explained. "Spike volunteered to run to Zecora's to get some more for me."

"Aw," Rarity cooed. "Isn't he just the sweetest thing."

"Yes, he is," Twilight agreed, a warm smile on her face. She thought back to when she first woke up and found the baby dragon snuggled against her barrel, still asleep. Remembering how worried he had been last night, the alicorn didn't have the heart to wake him, and thus just laid there, hugging him close. When he finally roused from his sleep, the two set to work on researching the phenomenon that had occurred. All throughout the morning, her Number One Assistant was by her side, diligently retrieving whatever items she requested.

When she found out that they had run out of her favorite tea, she had little chance to feel disappointed, as Spike quickly stated that he would fetch some more from Zecora. She had been hesitant to let him go into the Everfree Forest, especially considering that there was something new– and possibly dangerous–lurking in there. But Spike was adamant about doing this for her, promising to go straight to Zecora's hut and then come right back with the tea, all the while looking up at her with those big, green, pleading eyes. Finally, Twilight gave in, telling him to be careful before he sped out the door.

Coming back to the present, Twilight cast a glance at the doors leading to the hallway. "Where is he?" she asked aloud. Calling upon her magic, she summoned a pocket watch to appear before her. Looking at the current time, her eyes widened. "He should have been back by now. It's taken him sixteen minutes and thirty-seven seconds longer than it should to get to Zecora's and back!"

Rainbow Dash gave Twilight a strange look. "You actually timed how long it takes to get to..." she trailed off. A second later, she crossed her hooves over her chest and finished in a flat tone: "Uh, never mind. You're you, of course you did."

Ignoring the prismatic pony's remark, Twilight banished the watch away, frantically fidgeting in her seat. "Why hasn't he come back yet? Did something happen to him?" She put her head in her hooves. "Oh, I never should have let him go into the Everfree Forest, not after what the princesses told us last night!"

"Now, calm down, sugar cube," Applejack spoke up, cutting across her friend's panicked ranting. "Don't work yerself into a tizzy."

"Um, I'm sure Spike is fine," Fluttershy meekly offered.

"I concur," Rarity agreed, coming around the table to place a gentle hoof on the purple alicorn's shoulder. "It's been awhile since either of you have seen Zecora. Perhaps he visited with her for a bit and merely lost track of the time."

"Or, maybe he's already back in Ponyville, and just got caught up talking to somepony along the way," Rainbow added, getting exclamations of agreement from the others. Twilight began to relax, her friends' words putting her at ease.

"Orrrrrrrr~," Pinkie spoke in an ominous tone, gaining everypony's attention, "maybe he was abducted by the alien."

And, just like that, Twilight shifted back to panic mode.

"Oh, my," Fluttershy muttered, seeing her friend's expression. "Um, Pinkie..."

"What if, on the way back from Zecora's, Spike accidentally crossed paths with the alien," Pinkie continued, not hearing the timid pegasus. "And the alien, seeing an interesting specimen, grabs him, and takes back to his spaceship, somewhere deep in the Everfree Forest. There, he straps Spike to a lab table, poking and probing the little dragon to see what makes him tick."

"Pinkie Pie," Rarity said sternly. "Would you please–"

"Or, maybe the alien took Spike to interrogate him, to learn our secrets and to infiltrate our pony society. Spike, being the brave little dragon he is, refuses to talk, so the alien resorts to torture!"

"That's enough, Pinkie!" Applejack snapped.

"And, finally after enduring so much pain and suffering, Spike starts begging for mercy, spilling his guts, while at the same time, crying, 'Whyyyyy?! All I wanted to do was get Twilight her favorite tea! WHYYYYYY–'"

The party pony's rant came to abrupt stop, thanks to Rainbow shoving her hoof into Pinkie's mouth. She noticed the cyan pony was glaring at her. Blinking, Pinkie cast a glance to the others, who were looking at her in a similar fashion. Except for Twilight, she was wide-eyed and trembling.

Ears flattening against her head, Pinkie gently removed Rainbow's hoof from her mouth, giving everypony a nervous smile and a weak chuckle. "I'm not helping," she surmised.

"Ya think?" Rainbow deadpanned.

"I have to save Spike!" Twilight shouted, quickly spreading her wings and taking to the air. The frantic princess didn't get far, for Applejack reached out and caught Twilight's tail in her teeth, and, giving it sharp yank, brought the alicorn to a halt. Another tug on her tail brought her back down to the ground, where the farm pony quickly wrapped her strong hooves around Twilight, who immediately started to struggle to try and break free, with little success. Had she been thinking clearly, she would have simply teleported away. "Applejack, let me go!"

"Not until ya calm down," Applejack firmly replied.

"But Spike–"

"Spike is fine, Twilight," Applejack said in a soothing tone, giving her friend a comforting nuzzle, which helped to calm the alicorn a little. "He's just runnin' late, simple as that."

"Twilight!"

Everyone jolted at the familiar voice. They turned their heads to the doors, their ears picking up the faint sound of tiny footfalls echoing along the crystal walls. The voice called out again, louder and closer this time.

"Twilight!"

"Spike!" Twilight felt her heart lighten as she was nearly overwhelmed with tremendous relief.

"See?" Applejack said, grinning as she released her friend. "Ah told ya, Spike is just fine."

Twilight returned the smile with one of her own, happy that she had been worried for nothing. The little drake called out her name again; it sounded like he was right outside the double doors. She trotted to the entrance just as the left door opened. "Spike," she called. "Thank goodness. Where were you? I was really–"

She came to an abrupt halt, a loud gasp escaping her lips as Spike entered the room. She heard similar gasps from her friends, but paid them little mind, focused solely on baby dragon's state. His body was covered in an assortment of bruises and scratches, there were a couple of cracks in his head spines, a few scales were chipped or missing, and his right eye was nearly swollen shut, the area around it a darker shade of purple.

"SPIKE!" Twilight cried. Horn flaring, she popped out of existence, instantly reappearing in front of the drake. Spike barely jumped with a start before he was swept up into her hooves and pulled to her chest.

"Ow! Easy, Twilight," he groaned. "I'm still a bit sore."

Twilight pulled back enough to look over Spike's injuries, but didn't let go of him. A second later, they were swarmed by the others, each exclaiming their shock and concern over the little dragon's condition, before bombarding him with questions, one right after another, giving him no chance to really respond.

"Everypony, QUIET!" Twilight shouted, making everypony fall silent. The young princess then took a deep, calming breath, before releasing it. When she felt that she had reigned in her emotions, she looked Spike in the eyes. "Spike," she said gently, a slight tremor in her voice. "Please, tell me what happened."

"Well, I was on my way back from Zecora's with your tea." He paused to indicate the pouch he still had in his claws. "But along the way, I was ambushed by Garble and the other dragons that I met during the Great Dragon Migration. They were still a little angry from the last time we met. They tried to take the tea from me, and when I wouldn't let them, Garble used me as a punching bag."

"Oh, you poor, poor thing," whimpered Fluttershy, carefully nuzzling the baby dragon's head.

"Those jerks!" Rainbow snarled angrily, the rest of the ponies agreeing with her.

Twilight, while sharing their sentiments, looked at the little dragon incredulously. "Spike, if all they wanted was the tea, why didn't you just let them have it?"

Spike didn't immediately reply, looking down to avoid her gaze. Finally, after a moment, he spoke up, keeping his eyes on the floor. "If I let them take it, I would've let you down," he said softly. "I couldn't do that again."

"What are you talking about?" she asked, confused. "You haven't let me down."

"Last night I did," he replied miserably. "You were in real pain, and I wasn't able to help you."

"Oh, Spike," said Twilight, realizing that he was feeling guilty about what happened to her. That explained why he risked his life like that to bring her the tea. He was trying to make for not being able to help her last night.

"Pardon me fer sayin' so, Spike, but that's a load of hogwash," Applejack said. "Yer the one who wrote to the princesses when Twilight was hurtin'."

"Applejack is right, darling," Rarity agreed, gently stroking Spike's head spines. "It was thanks to your calm and quick thinking that Princess Luna was able to come and help Twilight right away."

"I was anything but calm," Spike muttered, a light blush forming on his cheeks from Rarity's touch.

"Spike," Twilight spoke softly, using her hoof to gently lift his chin so he would look up at her. "They're right. If it wasn't for you, I'd probably be worse off right now." She carefully pulled her little brother into another hug. "You always come through for me, Spike, but you don't have to put yourself in danger to do it... especially not for tea. Please, don't do something so foolish like that again."

"I'm sorry, Twilight," said Spike, overcome with guilt for upsetting her. He clutched at her middle with his free claw, burying his face in her fur. "I'm sorry."

"Shh, it's okay," she whispered, holding him close and nuzzling his head. A second later, the rest of their friends joined in the hug, helping to comfort the little dragon.

"The important thing is that you are safe now," Rarity said after they all pulled apart.

"And, hey, you still got the tea!" Pinkie cheerfully pointed out, indicating the pouch in his claws. She then gave him a couple gentle pats on the head. "That's gonna go great with the congratulatory cupcakes I'm gonna bake for you!"

"Gotta say, Spike, surviving a dragon attack is pretty awesome," remarked Rainbow Dash.

"How did you manage to get away from those dragons anyway?" Fluttershy asked him.

"Oh, I wouldn't have gotten away if it weren't for Godzilla."

"Godzilla?" all six ponies asked, simultaneously.

"Yeah! He the pony who rescued me!" Spike answered, excitement filling his voice. He paused for a second. "Well, he's sort of a pony."

"What do ya mean, 'sorta'?" Applejack asked, confused.

"You have to see for yourself. Come on!" he said, moving towards the doors. "I can't wait for you guys to meet him."

Twilight and the others shared a questioning glance, before shrugging and following after him. When they entered the hallway, Twilight used her magic to levitate Spike off the ground and onto her back. "You should rest Spike," she told him, before looking to Fluttershy. "Could you please get the first-aid kit, Fluttershy? It's in the second set of doors on the right."

"Of course," Fluttershy replied, immediately taking flight and going through the designated portal.

"Tell us more about this... Godzilla feller, Spike," Applejack requested. "What's he like?"

"I must say, it's a rather peculiar name for a pony," commented Rarity.

"You said that he was 'sort of' a pony," Twilight remembered. "What did you mean by that?"

"Well, he looks like an earth pony," Spike explained, "but, he's a lot bigger than normal, the size of a horse. Bigger than Big Mac and Bulk Biceps... he's even taller than Princess Celestia. And he's got sharp teeth."

"Sharp teeth?" Pinkie repeated curiously, before letting out a huge gasp. "Is he some type of Wer-pony, one that eats other ponies and howls at the moon?!"

"Uh... I don't think so," Spike answered slowly. "I'm not sure if he howls, but he can definitely roar. Anyway, he said that he wasn't always a pony. He used to be a dinosaur."

"What the hay is a dinosaur?" Rainbow asked.

"He said that they are big reptiles that look like dragons, except they don't breath fire," he explained, before adding: "Although, he's able to because he was mutated by humans."

By now, everypony was giving the dragon looks of concern and skepticism; all except for Twilight, who appeared to be thinking about something. Rainbow leaned in close to Applejack to whisper: "Those dragons must have roughed him up worse than we thought. He's talking nonsense."

"I heard that!" Spike snapped, giving the pegasus the stink eye. Rainbow turned her head to the side and whistled, trying to act innocent. Spike wasn't buying it, and was getting ready to lay into her when Twilight got his attention.

"Spike, you said 'humans', right?" she asked intently.

"That's right," he replied with a nod.

"Hmmm, come to think of it, that word does sound familiar," said Rarity, tapping her chin in thought, before turning her attention to the alicorn. "Wasn't it you who said it, Twilight?"

"Yes," replied Twilight, her eyes wide in recognition. "That's the name of the species I turned into when Spike and I went to that alternate world that Sunset Shimmer lives in." She inclined her head in thought for a moment, before a look of realization crossed her face.

"In fact, it was Sunset who told me about dinosaurs in one of her journal entries!" This got looks of surprise from everyone as she explained: "She was telling me about the different libraries and museums that are in that world. One museum she visited had huge skeletal remains of dinosaurs on display. She said that they did share some similarities in appearance to dragons, and that they went extinct millions of years ago."

"Millions of years?!" exclaimed everypony in shock.

"Hang on, are you saying that this dino, er, pony... whatever he is, is millions of years old?" Rainbow asked skeptically.

"Wow, I bet it cost a fortune to get candles for his birthday cake every year," Pinkie commented.

By this time, the group of friends had reached the main hall, where they were rejoined by Fluttershy, carrying the first-aid kit in her mouth. Twilight looked about the large space, before turning to look at Spike. "Where is he, Spike?"

"He's outside," he answered, pointing towards the castle's entrance.

"Outside? Why didn't you invite him in?"

"I did. He said that he wanted to wait outside," Spike explained. He looked thoughtful for a moment. "I don't think he's used to being inside."

"Why do you say that?" Twilight inquired.

"He took a few steps inside, but then he stopped and looked up at the ceiling. He looked... uncomfortable."

Twilight pondered this while casting a glance at said tall ceiling. She certainly could understand the feeling, having felt that way the first couple weeks she started living here. After a moment she shrugged and said: "Well, come on, everypony. Let's not keep our guest waiting."

The ponies proceeded to the doors. As they walked, Applejack pulled in next to Twilight. "Say, Twi? If humans and dinosaurs come from the same place that Sunset lives, do you think it's possible this Godzilla somehow came through the portal?"

Twilight thought about for a moment before shaking her head. "I don't think so," she said. "Spike said Godzilla saved him in the Everfree Forest. If he did get there from the castle, I'm sure somepony would have spotted him walking through Ponyville, especially if he's as big as Spike says he is."

The group reached the front entrance, and Twilight used her magic to open them as she continued: "Although, I must admit, Spike, that I'm a little skeptical about his size. I mean, sure, there are some pretty sizable ponies that we know, but I doubt that there's one who can be actually taller than Celes... tia..."

She trailed off as the doors were fully opened, giving her a clear view of outside. What she saw made her jaw drop.

A few meters from the castle steps, stood a massive, gray-coated stallion, with a lighter colored beard, a spiked mane that grew down to his broad shoulders, and a swishing tail that was nearly twice as long as the pony himself. The equine in question was glancing at a slowly growing group of ponies that had gathered to observe the newcomer, while keeping their distance.

By this point, the rest of Twilight's friends had come up on either side of her so they could get a clear view of what was happening. When they saw the stallion, like their lavender friend, they gaped in shock. Fluttershy, letting out a quiet gasp, dropped the first-aid kit, which clattered against the floor. The large pony's ear swiveled toward the sound, prompting him to turn his head towards the castle, his golden eyes landing on the six ponies standing at the top of the steps.

For a moment, nopony moved a muscle, not a word was spoken, everyone waiting on bated breath to see what would happen next.

Finally, with a smug grin, Spike spoke up: "See, told ya." He hopped off of Twilight back and proceeded down the steps. "Come on, Twilight!"

Snapping out of her daze, Twilight quickly followed after him, her friends falling in behind her. As they approached, she analyzed the colossal Clydesdale. Spike hadn't been exaggerating about the pony's size, she realized; doing a quick calculation in her head, she figured that Godzilla stood at least a full head taller than Princess Celestia. As she got closer to him, she could see two white fangs poking out the corners of his mouth. She looked to his flank, and was shocked to discover that he didn't seem to have a cutie mark. Then, there was his eyes, the golden irises almost had a dull glow about them. She wasn't sure if it was just due to her enhanced alicorn senses, but she would swear that she could feel a powerful aura coming off this stallion.

What really caught her interest was his expression. Initially, he watched them approach intently, cautiously. But when he looked down at Spike, who had stopped a couple feet in front of him, the pony's expression softened a little.

"Godzilla, I'd like you to meet my friends," said Spike, pointing a claw to each one as he said their names. "This is Applejack, Fluttershy, Rainbow Dash, Pinkie Pie, Rarity, and Twilight Sparkle." He then turned to his friends and indicated the large stallion. "Everypony, this is Godzilla."

After a little hesitation, Twilight took a step closer, cleared her throat, smiled and said, "Uh, hello, there... Godzilla."

"Hello... Twilight Sparkle," replied Godzilla.

"Oh, my," Rarity breathed, a light blush forming on her cheeks. _What a voice,_ she thought. Her eyes traveled along up his body, drinking in his muscular form– _What muscles_ –before coming to his face, lingering on his chiseled features. _What a hunk!_ With her hoof press against her forehead, the unicorn swooned, a soft mewl escaping her lips as she fell against Rainbow Dash.

"Oh, brother," the pegasus groaned.

* * *

The journey through the Everfree Forest had not been as dangerous as the Cutie Mark Crusaders had been expecting; it was rather uneventful. Scootaloo continued to follow after the brightly colored butterfly, carefully veering around any obstacles in the path of her scooter. Sweetie Belle kept her focus on the adorable bug. Apple Bloom, meanwhile, was on lookout duty, continuously scanning the surrounding forest.

Eventually, the young pegasus spotted something up ahead of the elusive insect. "Hey, girls, look at that!" she exclaimed, pointing with her hoof.

Apple Bloom and Sweetie Belle looked in the direction Scootaloo indicated. Through the thinning trees, they spotted a large, worn down, stone structure growing closer.

"Hey, that's Princess Celestia and Princess Luna's old castle!" Apple Bloom realized.

"Weren't our sisters working to fix it up?" Sweetie Belle asked.

"Doesn't look like they've made much progress," Scootaloo commented, before seeing the butterfly veer sharply to the right. She turned to follow it, but saw that she was quickly approaching a cliff. Reacting quickly, she adjusted her wings, flapping them forward, while pulling back on the handlebars. The combination of the two helped her bring the scooter and wagon to a successful stop, just a few feet from the edge.

The Crusaders left the vehicles, while leaving on their helmets, carefully moving towards the edge of the cliff to look down into the small canyon. Scootaloo was the one to spot the elusive butterfly, alerting her friends and pointing. The pretty insect was hovering near the entrance of what appeared to be a cave, and there was also a bright light emanating from inside.

"What's that glow?" Scootaloo asked, squinting to try and get a better look.

"Ah'm not sure," Apple Bloom shrugged.

"How are we supposed to get down there?" Sweetie Belle asked.

Apple Bloom didn't answer right away, looking away for a way to get down. A moment later, her eyes widened and she smiled. "We'll take the stairs," she said, pointing her hoof.

"Stairs?" the unicorn questioned, raising an eyebrow. She then followed her friend's hoof, and sure enough, there was a long, zigzagging staircase, chiseled out of the rockface, connecting the top of the cliff to the ground below. "Oh..." she mumbled. "That's convenient."

After carefully descending the stone steps to the bottom, the fillies wasted no time galloping towards the cave. Seeing their approach, the butterfly immediately flew through the opening. A few seconds later, the crusaders reached the cave's entrance. What they saw inside made them stop in their tracks and drop their jaws. Near the back of the cave, was a large crystal tree, which was the source of the light. On the trunk, there were carvings in the shape of cutie marks, and on the branches, there were colorful jewels of various shapes, ones that the crusaders recognized.

"Hey, aren't those the Elements of Harmony?" Scootaloo asked as she and the others started forward again.

"Yeah," Apple Bloom confirmed. "Applejack said they had to return 'em to the Tree of Harmony to git rid of those pesky vines that nearly swarmed Ponyville about a year ago."

"So _this_ must be the Tree of Harmony that Rarity told me about," Sweetie Belle realized, staring starry-eyed at the breathtaking site. "It's even more beautiful than she described it."

Her friends murmured in agreement as they all stopped in front of the tree, mesmerized by its presence. They would've continued to stare at it, but a loud chirping drew tore their attention away from it. Off to the side, near an outcrop of rocks, the little butterfly was perched on top of a boulder, beating its wings in an anxious manner.

"There it is!" Sweetie Belle whispered, making her way towards the bug, taking slow steps so as not to scare it off. Apple Bloom and Scootaloo fell in behind her.

"Why did it lead us down here?" Apple Bloom wondered.

Neither Scootaloo or Sweetie Belle provided an answer, but as they got within a couple feet, the former caught side of something behind the rocks that they didn't see before... a splash of red. "Hey, I think there's something back there," the pegasus said, pulling from the group to investigate.

Apple Bloom watched her curiously, while Sweetie Belle split her attention between Scootaloo and the butterfly, reluctant to let it out of her sight. When Scootaloo got around the outcrop, she froze on the spot, a gasp escaping her lips. Needless to say, this concerned her friends. Both of them trotted over to her side to see what she was looking at, and when they did, they also gasped.

Lying atop a bed of crushed stones, was the prone form of a battered, white-furred unicorn. She had a mane of long, fiery-red hair, which was pooled around her head, a tail of the same color, and a horn that was about a foot long. She had long legs, signifying that she was rather tall in stature, but in her current position, it was difficult to determine an exact height. Her cutie mark was a series of dark lines that seemed to form an image; to the Crusaders, it looked like a shining sun, cut into four halves by a cross.

As fascinating as the symbol was, what really caught the girls' attention was that this mare was sporting a pair of butterfly wings. They were very large, each equally the same size as the pony they were attached to, and their colors were a mix of black, yellow, red and white; nearly the same coloration as that of the butterfly that they followed here, the fillies realized.

The Crusaders quickly moved around the rocks to get closer look, and they could see that she was in pretty bad shape. She was on her side, her eyes were closed, and she wasn't moving. One of her wings was crumpled over her body, like a makeshift blanket, while the other was laid out across the rocks; both appendages had holes and tears in the thin membrane. She had a bruises and small cuts on her body, and her left foreleg had a long, bleeding gash on it.

Apple Bloom carefully stepped closer, leaned down and placed her ear to the pony's chest. She was relieved when she vaguely heard a heartbeat, and could feel the chest gently rise and fall. "She's alive," she told the others, earning two sighs of relief.

"Who is she?" Scootaloo asked, grimacing at the damaged wings, instinctively tucking hers tighter against her body.

"I've never seen her before," Sweetie Belle said. She looked back at the butterfly for a second before turning back to the mare. After going back and forth a couple more times, her ears flatten against her head as she came to an uncomfortable conclusion. Looking at the insect, she lamented, "You belong to her, don't you?"

The butterfly let out what sounded like an affirmative chirp.

"It must'a come to the clubhouse looking fer help," Apple Bloom guessed.

Sweetie looked down at the ground in sadness, realizing that her hopes for a cute pet were dashed. She then looked up again, seeing the little butterfly looking at the unconscious mare; its little antennae wilted against its head, a weak chirrup leaving its mandibles.

Feeling her heart clench at the sight, Sweetie Belle angrily chided herself for being so selfish. She then stepped toward the bug, giving it a caring smile. "Don't worry, little guy," she said, determination in her voice, "the Cutie Mark Crusaders are going to help her. She'll be okay, I promise."

"Yeah!" Apple Bloom and Scootaloo agreed.

The butterfly's antennae rose to their full height at this declaration. It flapped its wings energetically, and chirped enthusiastically.

"Now we just gotta figure out how to do it," Apple Bloom said. The three fillies fell silent as they thought. After a couple minutes, Scootaloo beamed.

"I've got it," she said. "I'll take the scooter and head for Ponyville to get some help. You two stay here; I'll get there faster if I go alone."

"Good idea, Scootaloo," Apple Bloom said.

"Just be careful," cautioned Sweetie Belle as the pegasus galloped for the cave's opening. "And hurry back."

"Don't worry, girls," Scootaloo replied, looking back at them with a smirk as she ran. "I'll be back before you can say Cutie Mark Crus–oof!"

Not looking where she was going, Scootaloo ran headlong into something firm. The impact sent the filly falling onto her back. She groaned as lifted her head and pressed her hoof against it. Opening her eyes, she blinked to clear the daze, before turning her eyes up to see what she hit.

She froze, eyes widening when she saw a tall, dark cloaked figure, standing in the middle of the cave's entrance.

* * *

After the rest of Twilight's friends had joined in greeting Godzilla, they all fell silent as Spike filled them all in on how he met the giant pony. As he did this, Fluttershy, after recovering the first-aid kit, tended to his wounds, specifically the claw that had been holding the tea pouch. It turned out that Spike had been clutching that bag so tightly through the whole ordeal with the dragons, that his claw actually cramped up, and he was unable to unclench it. Twilight had to use her magic to open his claw and remove the tea, which had been a bit painful for the dragon, and now Fluttershy was gently wrapping it up in gauze while Spike continued his story.

Godzilla stood close by, watching as the timid pegasus treated the young drake, while occasionally glancing over his shoulder at the growing number of ponies who continued to stare at him. Honestly, he was beginning to miss it when creatures ran away from his presence.

 _Perhaps going inside would have been better,_ he thought. When he had first arrived at the castle, after letting Spike down from his back, he followed the little dragon through the doors. After barely taking four steps, the kaiju cast a glance up towards the high ceiling and froze. It was the first time he actually seen the inside of a building, and it immediately made him feel uneasy. He was used to seeing open skies, clouds, and other celestial bodies. Even at the bottom of the ocean, with millions of gallons of salt water pressing down upon him, he still found it calming because of the open space.

But being inside of an enclosed space, it felt suffocating. It made him feel even smaller than he was now. How humans could tolerate it, even prefer it, he had no idea. For a brief moment, he imagined what it must look like for them when the ceiling crumbles under a massive foot... his foot, and the debris comes crashing down on those unfortunate to be inside. It sent a shiver down his spine. When he snapped out of it, he told Spike, who had looked at him in concern, that he would wait for him outside the castle.

Shaking his head to clear his thoughts, Godzilla turned his attention to Spike, who had just finished retelling the events that happened in the Everfree Forest. By now, the six ponies were looking at the transformed kaiju with a mix of awe, admiration, and some skepticism. The one that really caught his attention, was the one called Pinkie Pie, who was literally trembling with exuberance, her blue eyes so wide, they looked ready to pop out of her skull.

"That... is... soooo... AMAZING!" she finally shouted, leaping about excitedly. "You really showed those dragon meanies whose boss!" She then looked to her rainbow-maned friend. "Right, Dashie?"

"Eh, I guess," replied Rainbow Dash skeptically. "Kinda hard to believe, though."

Godzilla looked at her questioningly. "Why is that? What Spike told you is the truth. Why would you not believe him?"

"Don't get me wrong, big guy, I think he's telling the truth," she clarified. "I'm just having a hard time buying that an earth pony could take on a bunch of dragons."

"And just what the hay is that supposed to mean?" Applejack said indignantly, stepping up angrily to pegasus. "You don't think we earth ponies can hold our own in a fight?"

"No," replied Rainbow, holding up a placating hoof. "I'm just saying that it's hard to believe that this guy could take on six dragons, win, and walk away without a scratch." She then puffed out her chest as a smug grin crossed her lips. "Now, had it been _me_ fighting those gasbags, then it would be believable, because, as awesome as I am, they would never be able to lay a claw on me."

"Didn't you turn tail and run the last time you ran into them?" Applejack quipped, smirking when the pegusus paled. "And weren't there just three of them then?"

"I only did that because Spike, Twilight and Rarity were there!" Rainbow shot back, crossing her hooves over her chest and turning away. "If I didn't have to worry about their safety, I would have clobbered those dragons for sure."

Applejack's smug expression didn't let up. It was clear that she wasn't buying Rainbow's excuse. After a moment of observing their odd behavior, Godzilla turned to the colorful pegasus to clarify: "I did receive damage during the battle, but my body was able to heal itself, as Spike mentioned."

"That's the part I'm having trouble swallowing," Rainbow said, turning to point at the giant equine. "That's the type of magic you don't usually see in an earth pony. And then there's that whole blue fire thing. An earth pony breathing fire strong enough to burn dragon scales?" She scoffed. "I'll believe that when I see it."

"You don't want to see it," Godzilla said seriously. "When I use it, the results are... severe."

The statement made everypony look at the kaiju in surprise, and nervousness. Even Godzilla was surprised himself; he'd never been one to mince words, however seldom he spoke them. Perhaps, he reasoned, he didn't want to frighten the ponies. Despite their caution, they were very courteous and friendly towards him, which were feelings he rarely received from others. It stirred odd emotions within him that he wasn't used to.

His musings were interrupted when Twilight moved to stand in front of him, looking up at him with a warm smile.

"Thank you for saving Spike," she said gratefully, gently wrapping a wing around the baby dragon. "I don't know what I would do if I lost him."

Godzilla looked into her eyes and saw that her gratitude was genuine. He looked about the other five ponies and found they conveyed the same sentiment. It stirred something in him, this time in the area where is heart was; it felt like warmth, and it wasn't from radiation. He wasn't sure how to feel about that.

"You do not need to thank me, Twilight Sparkle," he said. "I just happened to be nearby at the time." He then gave her a serious look. "Though if you intend to let him wander into the forest again, you might want to teach him how to defend himself."

"Oh, you don't have to worry about that," she brightly assured him. "After what happened, I won't be letting him near the Everfree Forest anytime soon." She tightened her wing around Spike. "In fact, I'll probably never let him out of my sight again for the rest of his life."

Spike blanched at that. He knew that Twilight could be a bit overprotective of him from time to time, but he got the feeling that after this, she was going to go completely overboard. He imagined her putting him in a baby pouch and carrying him around with her, or even tying a safety harness to him so he couldn't get very far from her. He gulped at the uncomfortable thoughts.

"Nonsense," Godzilla replied, snapping Spike out of his reverie. "It is only natural for a hatchling to wander from home more and more as he grows. Sheltering him will do little good."

"The big feller does have a point, sugar cube," Applejack said. "You don't want to git carried away when it comes to watchin' over Spike." She blushed as she remembered how overprotective she got with Apple Bloom that one time. "Trust me, you don't want to coddle him too much."

Twilight looked between the giant stallion and the farm pony, before looking down at the Spike, still trapped under her wing. The drake give her a pleading look, and after a moment of contemplation, the alicorn sighed and retracted her wing, letting him go. "You're right," she admitted. Seeing Spike give her a grateful smile, she affectionately patted his head. She then turned her attention to their large guest. "I guess we should turn our attention to you. According to Spike, you are actually a dinosaur, and you've had encounters with humans."

"Yes, unfortunately," Godzilla replied disdainfully. "You're lucky that they apparently don't exist here."

Twilight blinked at the bitterness that had entered his tone; she looked to her friends, who appeared confused and concerned by his sudden mood. She then looked to Spike, who winced before leaning in to whisper, "I don't think he's had any positive experiences with humans, Twilight."

This surprised the young princess, as she remembered her last few interactions with the species. Once she got past the awkwardness of becoming one of them, she found they were amiable to be around. _Maybe Godzilla's dealt with another breed of humans that I haven't encountered yet,_ she surmised. She would have to consult with Sunset on the matter when she got the chance, but for now, she decided that it'd be better to change the subject. "So, how did you wind up in the Everfree Forest?"

The look of disdain of the kaiju's face changed to one of contemplation. After a moment, his frown deepened as his ears lowered. "I don't know," he huffed in frustration. "I've been trying to figure that out myself."

"Well, what's the last thing you remember?" Twilight asked.

Godzilla's eyes glazed over as he recalled something he'd just as soon forget. "Dying," he answered somberly. The six ponies, and baby dragon, all gasped at this. Before they could inquire as to what he meant, he continued: "Last night, I was locked in battle with an enemy in Japan. The power that I possess was growing stronger, stronger than my body could contain; it was slowly destroying me. My enemy was the first to perish, but I was not far behind. I burned alive as my flesh and bone melted away to nothing, and then... darkness."

The kaiju paused to observe his small audience. The ponies looked horrified by what they just heard; a couple of them were even a sickly shade of green. "The next thing I remember," he continued, "is waking up in the Everfree Forest this morning. Alive... and looking like this," he added, looking down at his equine body. "I do not know how I survived, how I arrived in Equestria, or how I became a pony."

He looked back to the ponies, now looking at him with varying degrees of awe. He then noticed that Twilight was looking at him more intensely, unblinking; it unnerved him a bit. "What?" he asked.

"You said that you were in... Japan, you called it?... _last night_?" she inquired fiercely, taking a couple steps toward him. "And you woke up in the forest, _this morning_?"

"Yes," he answered wearily.

"Twilight, what is it?" Spike asked. She didn't reply, but the dragon saw the look in her eyes as she stared at the large stallion. He recognized that look. That was the look she wore when she was calculating, trying to solve a complex problem. After a minute, those violet eyes opened wide as she gasped. She then pointed a hoof at the fanged equine.

" _You're_ the alien!"

This announcement caused the others to gasp and exclaim in shock. Even a few of the ponies from the gathered crowd heard Twilight's shout, and started murmuring to each other. Godzilla, meanwhile, blinked in confusion.

"What?"

"The alien?" Rarity repeated in bewilderment. "Twilight, are you saying that Godzilla is the one responsible for that disturbance last night?"

The alicorn nodded, an excited smile appearing on her face. "The timing fits almost perfectly between his story and the magic surge," she explained. "There's also the things he's told us. He was in a place called Japan. I've studied maps of areas beyond Equestria, but I don't think I've ever come across a land by that name. There are also humans where he came from, but there's never been any recording of their existence here. And then there's the abilities Spike told us he could do. Maybe it comes from being an alicorn, but I can definitely sense some kind of power emanating from him. There's little doubt that he is–"

"Excuse me."

Twilight and the others looked up to see Godzilla, looking nonplussed and a little annoyed at being talked about like he wasn't there.

"What exactly are you talking about?" he asked in a curt tone.

"Oh, sorry," Twilight said, an embarrassed blush forming on her cheeks. She then told him about the phenomenon that occurred the other night and the theory the princesses had. As she spoke, Godzilla's annoyed grimace was slowly replaced with dazed puzzlement.

"This... this planet isn't Earth?" he asked when she finished talking.

"No, the planet we're on is Equus," Twilight told him. "We generally use the term 'earth' to refer to the soil, or ground we stand on."

"I can't believe it," Spike said in wonder. "I was talking to an alien this whole time, and I didn't even realize it."

"Wow, Spike," Rainbow Dash said slyly, playfully nudging the dragon. "Not only did you survive a dragon attack, but you're the first to meet an alien from outer space. You're on a roll today."

"That's definitely earned you some brownie points, little buddy," Pinkie commented. "And a batch of gooey chocolate fudge brownies to go with your cupcakes."

"Um, Twilight," Fluttershy meekly murmured, just loud enough to get Twilight's attention. "I hope you don't mind me asking, but... if Godzilla is an alien, then how come he looks like a pony?"

"That's a good question, Fluttershy," Twilight replied encouragingly, earning a small smile from the shy pegasus. "I actually might have a theory on that, but I'll need to do some research before I can confirm it." The alicorn looked back to Godzilla, before a giddy smile formed on her lips. "Oh, this so exciting. I have so many questions!"

"As do I," he returned calmly. "I'm still not sure of exactly how I came to be here. A moment ago, I wasn't even aware I was on a different world."

"Don't worry, Godzilla," Twilight assured him, "my friends and I will do whatever we can to help you figure it out." A second later, she let out an excited giggle, bouncing on her hooves like a filly. "I can only imagine how Princess Celestia and Princess Luna will react when I tell them about this. I can hardly wait to get started."

"Speaking of getting started," Pinkie said enthusiastically, bouncing up and down, "I've gotta get started on Godzilla's party!"

"My... party?" Godzilla asked.

"Yep," she cheerfully replied, not pausing in her bouncing. "And believe me, Big G, this is a party you won't soon forget!"

 _Big G?_ he thought, raising an eyebrow at the hopping pony. These equines were very strange to him, but the pink one... she made him weary. Something must have been wrong with her. But he put that thought aside for now, focusing on a more pressing matter.

"What's a party?"

The silence that followed the kaiju's question was deafening. Everypony looked at him in bewilderment. Pinkie had stopped bouncing, somehow frozen in midair. A second later, she slowly descended to the ground, her shocked expression never changing.

A few seconds later, she snorted, before bursting into laughter. She fell to the ground, clutching her stomach while wildly kicking her hind legs in the air. She carried on like this for a good minute before she started to calm down, wiping a few tears from her eyes. "That's funny," she said, still giggling. "'What's a party?' That's a good one!" She then looked up at Godzilla and the last of her giggles instantly caught in her throat when she noticed that he was looking at her strangely, and he wasn't smiling.

"Wait!" she said incredulously, instantly shooting to her hooves. "Are you serious? You don't know what a party is?"

"That's why I asked," he replied flatly.

Pinkie gawked at him, mouth opening and closing, but no sounds coming out; she looked like a gasping fish out of water. Finally, she shook her head to snap out of it, and she looked at him in bafflement. "How can you not know what a party is?!"

"He's an alien, Pinkie," Applejack said, putting a hoof on her shoulder. "Maybe they don't have parties where he comes from."

Pinkie let out a loud gasp, going nearly pale white in the face. She looked like she had just heard the most horrific thing in all her life. Which, in her case, it was. She started sputtering indistinctly.

"To answer your question, darling," Rarity said quickly, drawing Godzilla's attention away from Pinkie. "A party is a social gathering where ponies get together to celebrate a particular event, such as welcoming someone new to our town. Refreshments are served, and entertainment is provided to ensure everypony has an wonderful time."

"I see," replied Godzilla, nodding in understanding. He imagined that humans had parties to celebrate things. _They're probably celebrating my apparent demise,_ he thought bitterly. "Well," he said, banishing the unwanted thought, "I can't say that I've ever had one of those."

"E-Ever?"

Godzilla looked at Pinkie, who looked back at him with wide eyes, her body now trembling uncontrollably. Her friends took a couple cautious steps back from the twitching pony, knowing how unpredictable she could be.

"You've n-n-never had a p-party before?" she stuttered, her tremors getting worse. "N-not even a b-b-birthday p-p-party?!"

The kaiju blinked, eying her warily as he answered: "If by birthday, you mean the day that I hatched from my egg, then no."

What happened next, Godzilla couldn't comprehend. One second, Pinkie was there, the next, she seemed to disappear. In that same instant, he felt something wrap around his neck with surprising strength. He looked down, and his nose came into contact with a puff of pink hair, which smelled sickeningly sweet.

"You poor, poor, pooooor thing," Pinkie cried, nuzzling the large pony while tears streamed down her face, dampening his fur. "The things you've missed out on: the adrenaline rush of ponies yelling 'Surprise!' or 'Happy Birthday!', playing party games that put a smile on your face, the taste of cake covered with frosting... _frosting_ ," she moaned pitifully.

Godzilla was completely flabbergasted. _What is with this pony?_ He looked to Spike and the other ponies for assistance, but they merely winced and shrugged helplessly. Own his own, he opened his mouth to say something, but all that came out was: "Uhhhh..."

Thankfully, he didn't need to say anything, because Pinkie soon let go of him and returned to the ground. Now though, she wore a determined expression on her face. "But don't you worry, Big G, that's about to change," she said with complete certainty, a big smile on her face. "I'm gonna throw you the biggest, best-est, super-duper funnest very first party you've ever had!"

Had he not been so disturbed by her erratic behavior, he probably would have admired her determination. As it is, he calmly raised a hoof to placate the pony. "That's really not–"

"I'll bake up every party confection I know," she continued, rolling right over his words. "I set up all the essential party games from bobbing for apples to spin the bottle." She paused for a second before breaking into a wider smile. "In fact, this is the perfect time to bring out... the big guns!"

More than a little annoyed at this point, Godzilla spoke up again. "Really... Pinkie Pie... there is no need to..." He paused, her last words clicking in his mind. "Wait... guns?"

" _Big_ guns," Pinkie clarified. "Which makes sense when you think about it. Using _big_ guns to throw a _big_ party for a _big_ pony, right? Anyway, I usually use my normal party cannon for most occasions, buuuuut~," she drawled, stepping to the side to reveal large white sheet, covering something that was nearly twice the size of the pink pony, "since this is such a momentous occasion, I think now's a good time to test out..."

 _Where did that come from?_ Godzilla numbly wondered, taken aback by the object's sudden appearance. Of course, that question became a secondary concern when Pinkie used her teeth to yank away the sheet to reveal...

"The Super-Duper Ultra Mega Party Cannon!" Pinkie announced as she dropped the cloth and indicated the item with dramatic flare.

The ponies stared at the new artillery in amazement. It was triple the size of her usual cannon, secure atop a red painted mount and wheels. The cannon itself was dark blue in color, and around the muzzle, which was large enough for a pony to slip into, were red flames.

And it was pointed at the gaping kaiju.

"What...?!" Godzilla blurted, raising a foreleg in alarm.

"Pretty impressive, isn't it?" Pinkie asked him cheerfully, misreading his expression. She tapped the side of the cannon proudly. "I ordered it from the latest Party Cannon catalog. This baby has the capacity to deliver twice the confetti, twice the glitter and twice the streamers in one explosive shot. I can tell by the look on your face that you're thinking that it can't get better than that, right? Well, it can! Because I got the Double Blowout Special!" She motioned to her left, where a second white sheet somehow appeared right next to her. Like before, she ripped the cloth away, revealing a second cannon identical to the first one. "Buy one Super-Duper Ultra Mega Party Cannon, and get a second one, absolutely free!"

Again, Godzilla would questioned how this pony was able to make these cannons appear out of thin air, if he was not distracted by the fact that now he was looking down the barrels of both weapons aimed right at him. In an instant, he started having flashbacks of tanks, mazers, jets, a giant mecha of himself, all firing upon him, intent to ending his existence.

Unaware of the images going through his head, Pinkie smiled and said: "These will guarantee that your party is a _blast_!" Giggling at her joke, she grabbed both of the cannons' lanyards, one in each hoof.

While the ponies watched in curiosity, and some concern, Spike was watching Godzilla as this was happening, and seeing the look on the stallion's face, a hollow feeling quickly formed in the pit of his stomach as he had flashback to the fight in the forest, and how it started with Garble roaring in Godzilla's face.

"Pinkie, wait!"

The little dragons shout came too late, as Pinkie pulled back hard on the ropes. The bang that followed was so loud that it nearly blew out every ponies' eardrums, and the blast was so strong that it kicked up a huge cloud of dirt that enveloped Godzilla completely.

For the next few minutes, Twilight and the others held their ears, waiting for the ringing to stop. As their hearing slowly returned to normal, they turned their attention to Pinkie. The party pony had fallen back on her rump, her already crazy mane now blown back and frizzy... well, frizzier. Her blue eyes were wide, as was her smile.

"Wow! Didn't expect that!" she exclaimed. "Talk about getting more _bang_ for your bit!"

"Pinkie, what in tarnation were you thinkin'?!" Applejack snapped, coming up next to her eccentric friend.

"What?!" Pinkie asked loudly.

"Ya can't just go shootin' off untested cannons at somepony like that! Ah know it's only confetti, but–"

"What?!" Pinkie repeated, rubbing a hoof in her ear. "You're gonna have to speak up, Applejack! I can't hear you over the ringing!"

The farm pony groaned as dragged her hoof down her face. She was fixing to speak again, when she noticed that the dirt cloud finally settled, and Godzilla was visible again. Her eyes widened, and she covered her mouth with her hoof when she saw him.

The stallion's body was plastered with confetti and streamers. Clumps of the colorful bits of paper were stuck in his beard, spiked mane and tale. His charcoal-gray fur sparkled, thanks to the glitter on it. Godzilla's eyes were clenched shut, his face scrunched up in a grimace, and he was coughing and hacking, spitting out some confetti in the process; he stuck his tongue out now and again, showing that it was covered with splotches of wet glitter and confetti.

The others looked at the large pony in concern, with the exception of Rainbow Dash. The minute she saw the state he was in, the pegasus busted out laughing, much to the chagrin of Twilight.

"Rainbow Dash, that isn't funny!" she chastised, which did little to dissuade her friend's antics. She cast a glance to the ponies who had gathered. While some of them also looked concerned, there were a few, much to her disappointment, who were chuckling at the mishap.

"Oh, my goodness, are you okay?" Fluttershy asked worriedly, stepping closer to Godzilla. His response was more coughing and snorting, dislodging more confetti. "Do you need some water?"

"Don't worry, Big G," Pinkie said, wearing a reassuring smile. "Some cake and punch will definitely get rid of that pesky glitter aftertaste."

"Ah'm mighty sorry about that, pardner," Applejack apologized to him.

"You'll have to forgive our friend, Mr. Godzilla," Rarity said in an appeasing tone. "Pinkie Pie means well, but she can be a bit... overzealous at ti–"

She was interrupted by a low growl, which quickly grew louder. The aggressive sound made everypony freeze; even Rainbow abruptly stopped laughing. All eyes fell Godzilla; his eyes were still shut tight, but his lips were curling back, revealing fangs and sharp teeth as he continued growling. Spike's ears fell as he covered his mouth with his claws, a foreboding sense of dread overcoming him.

"Oh, no," he whispered.

Godzilla's eyes snapped open, bloodshot from the glitter, his golden irises glowing brighter as he locked them on the ponies before him. More specifically, the pink one who had shot him.

Feeling the sudden tidal wave of killer intent wash over her, Pinkie's ears flattened and her mane deflated a bit, and she squeaked out, "Uh... oopsie?"

This didn't seem to satisfy the terrifying equine. Eyes narrowing, Godzilla pulled his head back, took a deep breath, and lunged forward, unleashing a sound that shook the citizens of Ponyville to their cores.


	5. Chapter 5

**Chapter 5: Trouble in Ponyville**

Twilight, Spike and the rest of their friends quickly covered their ears as they were assaulted by the force of Godzilla's bellowing roar, barely sparing their eardrums from being blown out. Over the years, they had heard loud roars from many fierce creatures, from Cerberus to an Ursa Minor, but they had not expected such a cry to come from the behemoth pony. Granted, Spike had told them what had happened in the Everfree, and this wasn't your garden variety pony, but it was still a shock... and a terrifying one at that.

Fluttershy fell to the ground, giving a frightened scream of her own, but it was drowned out by Godzilla's. Applejack, having used both hooves to cover her ears, was unable to save her beloved Stetson hat from being carried away by the buffeting wind. Pinkie, being closest to the kaiju, got the worst of it, the force of the roar blowing her bubblegum tresses back; the same thing happened to her lips, being blown back to reveal her clenched teeth.

Finally, after what seemed like minutes, but was really just mere seconds, the roaring ceased. As the last of it faded away, the ponies removed their hooves and looked up at the grimacing Godzilla with wide eyes, some in shock, others in fear. The other ponies that were gathered had similar expressions on their faces. Parents grabbed hold of their foals, while others started taking cautious steps back, prior experiences having taught them that something like this was not going to end well.

Pinkie, on the other hand...

"Wow!" she exclaimed, overlooking the immediate danger. "Spike was right, you really can _roar_! And I thought Princess Luna was loud when she used the Royal Canterlot Voice during Nightmare Night, but now-ooh, glow-y!"

Pinkie and the others watched with trepid fascination as Godzilla's mane, tail, and even his beard, did indeed suddenly start glowing with blue light, growing brighter by the second. The streamers and confetti stuck in his hair were instantly burned to ashes. The large pony opened his snarling maw, revealing the same light gathering in the back of his throat.

"No, wait!" Spike shouted, instantly recognizing the attack, and knowing what was about to follow. "Godzilla, stop!"

At the same time, Twilight, remembering what Spike had told her about this particular phenomenon , quickly ignited her horn. A second later, she, Spike and her friends popped out of existence, and reappeared a few meters away. Most them looked a little disoriented by the sudden teleportation, but didn't have time to dwell on it, because another second later, there was a bright flash of blue, followed by an explosion.

The ponies looked to where Godzilla was standing, to see a huge cloud of smoke had enveloped the monster stallion. The next moment, they had to duck their heads as debris started raining down around them. Some of it was clumps of dirt, the rest was smoldering fragments of various sizes.

"MY CANNONS!" Pinkie Pie gasped, gawking a damaged wheel that landed close to her.

A few seconds later, the smoke cleared, revealing Godzilla. The ground in front of him was now a small crater of melted earth almost two feet deep and nearly five feet across. On either side of the hole, were the burning remains of the party cannons, completely reduced to scrap.

"Okay, I believe it now," Rainbow Dash muttered in shock. "He _can_ breath fire."

By this point, Godzilla looked up and spotted the ponies. He growled dangerously when his eyes landed on the pink pony, angered that his attack had missed. He stomped forward, his hair lighting up again. Acting quickly, Twilight summoned up a barrier spell, enveloping her and her friends in a purple, transparent bubble, just as the giant stallion launched a bright blue beam from his mouth. The attack collided with the shield, the impact sounding like a gong being struck.

The ponies breathed a collective sigh of relief, having narrowly avoided the same fate as Pinkie's cannons. However, their relief slowly gave way to panic, as cracks began to appear in Twilight's shield from the constant pummeling of Godzilla's attack. The alicorn tried to funnel more magic into the shield to try and strengthen it, but due to the continuous pressure from the powerful beam, she realized it was futile.

Twilight quickly redirected the majority of the magic to the front of the shield to reinforce it, while at the same time creating an opening in the rear.

"Everypony... RUN!" she yelled, straining to keep the smaller barrier up.

Not needing to be told twice, her friends quickly galloped through the opening. The second they were clear, Twilight cut off her magic and followed after them. Less than a second later, Godzilla's beam destroyed the what was left of the shield and hit the spot where they had been standing. While Twilight had managed to avoid a direct hit, she was close enough that the resulting shockwave sent her flying several feet before she hit the ground.

"Twilight!" Spike cried out as he and the others moved toward help Twilight. Before they could reach her, they stopped when they felt ground beneath them suddenly start rumbling. Looking up, the ponies gaped in horror to see Godzilla charging towards them, his glaring sight set on Pinkie. Sensing this, the party pony gave a cry of fright, turned tail and galloped away. The others barely had time to leap out of the way as the roaring behemoth thundered past.

Regaining her wits the quickest, Rainbow Dash got to her hooves and looked about. Thankfully, the rest of her friends seemed unharmed and were slowly picking themselves up. The group of onlookers from before had scattered and were running for safety. She then located Godzilla, who was hot on Pinkie's tail, and both were heading into town.

"You guys check on Twilight," she said, turning to her friends. "I'm gonna help Pinkie!" With that, she flapped her wings and took to the air, immediately giving chase. As she did, the others galloped over to Twilight, who by now, had gotten back to her hooves.

"Twilight, are you all right?" Spike asked worriedly.

"Yeah, I think so," replied Twilight, rubbing her head with her hoof. She looked at her friends, and noticed that two were missing. "Where are Rainbow Dash and Pinkie Pie?"

"Godzilla's chasin' Pinkie into town, and Rainbow flew off to help her," Applejack quickly explained.

"What do we do?" Fluttershy asked frantically.

"We need to go after them, and stop this, before somepony gets hurt," replied Twilight.

"Well, what are we waiting for? Let's go!" Spike exclaimed, taking off towards town. He hadn't taken three steps, before his body was enveloped in a purple aura and stopped in his tracks.

"Not you, Spike," Twilight said firmly, pulling the little dragon into her waiting hooves. She looked to the others. "Girls, go and help Pinkie and Rainbow."

"What about you, Twilight," asked Rarity.

"I'll get there as quick as I can," she replied as her horn lit up. A second later, she and Spike teleported away. Once they were gone, Applejack instantly took charge.

"You heard her, gals," she said, getting the other two's attention. "Let's get movin'!"

* * *

In a flash of purple, Twilight and Spike reappeared in Spike's room. The instant Twilight set him down, the young drake quickly turned on her.

"Twilight, what are you doing?" he protested.

"Spike, stay here," instructed Twilight. "I'm going to go help the girls."

"But I wanna help, too!"

"It's too dangerous, Spike! Just stay here, I'll come get you once we've stopped Godzilla."

"Twilight, don't hurt him!" Spike pleaded, quickly latching onto Twilight's foreleg before she could disappear. "Please, this is all a mistake!"

Just then, there was another explosion from outside, followed by Godzilla's angry roar. Twilight looked at Spike sternly. "Mistake or not, I need to make sure that he doesn't hurt Pinkie, or anypony else for that matter! But I can't be worrying about you getting caught in the crossfire."

"Please, Twilight, just listen," begged Spike, tightening his hold on Twilight. "Let me try and talk to him. He might listen to me. Just give me a chance to try and calm him down."

Twilight paused, contemplating Spike's suggestion. He had a point, she recalled how docile Godzilla seemed to be when Spike was around him. Perhaps he could settle the giant pony down. She then looked at Spike's bandaged wounds, immediately reminded of how close she came to losing him. She closed her eyes and shook her head.

"I'm sorry, Spike," she said, contritely, "but I can't risk it." She used her magic to gently pry Spike off of her leg, and levitate him towards his bed. As her aura around him faded and he plopped onto the soft pillow, Twilight swiftly turned and ran through the door leading out of his room. She turned back to see the baby dragon scramble off his bed and run after her, so she quickly closed the door. Then, summoning her magic, she cast a sealing spell on the door to prevent Spike from opening it.

Satisfied that the little dragon was secure, Twilight turned from the door, trying to ignore the sound of Spike beating on it while calling to her. She then lit her horn and teleported back outside.

"Twilight!" Spike yelled, pushing with all his might to get the door open, but to no avail. Huffing in frustration, he looked around his room for another way out. He immediately beamed when he came across the open window. He ran over to it, jumped onto the windowsill, ready to fling himself out... only to gasp when he looked down. There were several meters between him and the ground, reminding him that most of the rooms, including his and Twilight's, were not at ground-level.

"Ugh," Spike moaned, carefully climbing down from the windowsill to the safety of his room. "I keep forgetting how big this castle really is."

* * *

 ** _Moments before..._**

Pinkie galloped as if her life depended on it, which, ironically, it did. Suddenly, a shudder ran through her body, and, in response, she jumped to the right. A second later, a blast of blue fire smashed into the ground where she had been, tearing a hole into the dirt. Once again, Pinkie's Pinkie Sense had kept her from ending up a crater herself. An angry roar prompted the party pony to look over her shoulder while she ran. Godzilla was still on her tail, and, much to her dread, he was gaining on her.

Her eyes darted back and forth frantically, trying to find some way of escaping her pursuer. Finally, they fell upon a small stack of hay bales. With a smile, Pinkie switched from galloping to bouncing. After three small hops, she bounced just high enough to avoid another blast. The shockwave from the resulting explosion propelled Pinkie through the air, towards her intended target. As she descended, she curled herself into a ball, took a deep breath before covering her mouth and nose with her hoof, and splashed down-literally-into one of the bales as if it were water; yet, despite cannonballing into it, she only disturbed a few straws.

Had he been in his right mind, Godzilla would have found the display very odd. However, in his rage induced state, all he was aware of was that his prey had trapped herself. He skidded to a halt in front of the bales. Rather than using his atomic breath, he instead raised himself onto his hind legs, and, with a vicious roar, brought his front hooves down upon the stacks. The straps holding the hay together instantly snapped under his tremendous weight, sending several pounds of dried grass flying in all directions as they collapsed.

Giving a growl of satisfaction, Godzilla backed up a couple steps so he could look at the results of his stomping. He blinked in confusion when he saw nothing but hay scattered all along the ground. Where was the pink mare? Grunting half in anger and half in bafflement, the kaiju looked around for his enemy, but saw no sign of her. He dipped his head down and sniffed about the hay, trying to pick up her saccharine scent.

A few feet away, unnoticed by the monster stallion, an lone barrel jostled, and then it lifted a few inches off the ground. Sticking out of the bottom were four pink hooves, which preceded to tiptoe, quietly carrying the barrel away from the behemoth. Unfortunately, Godzilla caught the movement out of the corner of his eye. Turning his head, he spotted the barrel, as well as the hooves carrying it. Growling loudly, he swung his massive tail, striking the container.

A high-pitched cry emanated from the barrel as it spiraled through the air. The flight was short, however, as it crashed into the side of a house. The wood cylinder shattered upon impact, revealing Pinkie, flattened against the wall. A couple seconds later, the party pony lost her adhesiveness, and belly-flopped onto the ground amongst the debris; the wall now sported a vaguely pony-shaped imprint, a few cracks webbing out here and there.

Pinkie lay there in a daze, her blue eyes spinning wildly in their sockets. A large shadow fell over the prone pony, making her blink, her eyes resetting. She looked up to see Godzilla standing threateningly above her, raising a massive hoof, which was aimed for her head. Giving a frightened yelp, she quickly covered her eyes with her hooves, not wanting to watch her head get squashed like a grape.

Suddenly, just as Godzilla brought his hoof down, a large rainbow streak flashed by, temporarily blocking Pinkie from view. That didn't stop Godzilla's hoof from thrusting through it, a satisfying crunch filling the air. However, as the multicolored streak faded, Godzilla was once again bewildered when all that was crushed was some of the wood from the barrel; again, his prey had disappeared.

"You okay, Pinkie?"

Godzilla turned to the sound of the raspy voice and saw the rainbow-maned pony, hovering in midair several meters away, holding the pink one in her hooves.

Descending lower, Rainbow gently placed her friend on the ground. Pinkie, after uncovering her eyes, immediately moving her hooves all over her head. "Rainbow Dash," she said urgently, turning to her friend. "Please, tell me my head wasn't squashed like a grape?!"

"No, Pinkie," Rainbow replied dryly. "Your head wasn't squashed like a grape."

"Phew! Thank goodness," Pinkie sighed in relief, wiping her brow. "Do you have any idea how hard it is to eat sweets when your head is squashed like a grape?"

"No."

"Well, neither do I," replied Pinkie cheerfully, which had Rainbow Dash rolling her eyes. Both of them were startled by a loud growl. They turned to see Godzilla glaring at them menacingly, pawing at the ground with his massive hoof while giving an angry snort. Taking to the air, Rainbow glared right back at him.

"Listen, you jerk, nopony tries to stomp on my friend!" she exclaimed, smashing her front hooves together.

Godzilla roared in retaliation before charging. Rainbow answered his challenge with a battle cry of her own, shooting towards him like a rocket. Her incredible speed helped her cover the distance between them quicker, and before the monster stallion could react, she had already spun her body around, and delivered a flying kick to his snout. The blow was enough to make Godzilla stumble to a halt. Capitalizing on her opponent's dazed state, Rainbow swooped in close and started punching him in the face.

"Take that, and that, and that!" she shouted, thrusting her hooves out in rapid-fire succession, striking the kaiju in the muzzle, the mouth, the eyes, anywhere she could reach. For a moment, her attacks were having an effect, but eventually, Godzilla snapped out of his daze, and turned toward the pegasus with open jaws. Rainbow barely pulled her hooves back in time before his teeth snapped together. Two more times he tried to bite her, but she was able to float back just enough to avoid getting caught in his jaws. Unable to take a chunk out of her, Godzilla glared at the pony as his hair started to glow again.

Recognizing the signs, Rainbow shot high into the air. The monster stallion turned his head up to follow her, spewing forth his atomic breath a second later. The nimble pegasus swerved to dodge the destructive beam, but Godzilla turned to follow her flight path, trying to catch her with his fire. Fortunately, she was able fly fast enough to stay ahead of the beam, until, finally, the kaiju was forced to cut off his attack in order to take a breath.

"Ha! Missed me!" crowed Rainbow, blowing a raspberry at her grounded opponent. The taunt made Godzilla's fur bristle, an angry growl emanating from his throat. Immediately, his hair started glowing blue again, prompting her to go on the evasive again.

Meanwhile, Applejack, Rarity and Fluttershy had finally arrived at the scene, and upon seeing Pinkie, the three enveloped the party pony in a group hug.

"Oh, darling, thank goodness you're okay," Rarity said, relieved.

"We were so worried," Fluttershy added, hugging her pink friend tighter.

"Glad you're still in one piece, Pinkie," Applejack said warmly. She then broke from the embrace to look at Godzilla. Thankfully, the behemoth stallion was focused solely on Rainbow to notice the three of them. "Ah really wish I had mah lasso right about now," she lamented.

"Ooh!" Pinkie exclaimed, reaching her hoof into a nearby bush. A couple seconds of rustling around later, she pulled it back out, a coil of rope hanging from her foreleg. "Here you go, AJ!"

Applejack blinked at the proffered rope, before slowly taking it onto her hoof. She then looked at Pinkie. "Where did you...?"

"Eh," Pinkie shrugged nonchalantly, "I've got ropes stashed all over Ponyville. You know, in case of rope emergencies."

The farm pony stared bemusedly at Pinkie, before turning to Rarity and Fluttershy, who both shrugged. After a moment, Applejack shook her head, putting the matter out of her mind, instead returning her focus to the two battling ponies before her. "All right, y'all stay put. Ah'm gonna help Rainbow bring 'im down."

"Wait, AJ, here!" Applejack's vision was blocked by a familiar Stetson that she had lost earlier. She cast a glance at Pinkie, who asked cheerfully, "What's a cowpony without her hat?"

Applejack opened her mouth, but promptly shut it again, deciding to not question Pinkie. Instead, she simply took the hat and placed it atop her head. "Thanks, Pinkie."

Back at the fight, Rainbow dove towards Godzilla, hoping to get some shots in now that he wasn't using his breath attack. However, the massive pony didn't give her a chance, swinging his lengthy tail to swat her out of the sky, forcing her to give up her attack and evade the deadly appendage.

Catching movement in the corner of her eye, she looked to see Applejack now within a few meters of Godzilla, though the monster horse didn't seem to notice her presence. The earth pony was twirling a lasso over her head. Their eyes locked, and within a moment, a silent message passed between the two friends. Giving a nod, Rainbow flew down to where she was a few feet above Godzilla.

"What's the matter?! Can't ya reach me?!" she mocked, swinging around to tauntingly wiggle her flank at him. She even slapped it couple of times with her hoof. "Come on! I'm right here!"

This has the desired effect she was hoping for. Godzilla, angered by the display, bared his teeth in a snarling grimace, a dangerous growl rumbling in his throat. He then pushed his forelegs off the ground, standing on his hind legs and putting his now open jaws within reach of the cocky pegasus. At the last second, Rainbow gave her wings a strong flap, lifting her up a couple feet just as Godzilla snapped his jaws shut. Less than a second after his teeth clacked together, a rope looped around his muzzled, immediately going taut.

With a mighty yank, Applejack pulled him backwards. Godzilla fell, like a chopped tree, before slamming back-first into the ground. Before he could even start flailing, Applejack and Rainbow Dash were already upon him. Using a combination of Applejack's inherent earth pony strength and rodeo experience, and Rainbow's athletic prowess, the two were able to force all of Godzilla's legs together, so the farm pony could loop her rope around them. In a matter of seconds, both ponies had the giant stallion's limbs and muzzle tightly bound together. Godzilla struggled to break free, but the rope held fast and all he managed to accomplish was falling onto his side.

"Yee-haw!" Applejack cheered, bumping hooves with Rainbow. "That's how ya git 'r done!"

"You know it!" Rainbow crowed. She then turned to Godzilla, giving him a smug look. "Hah! In. Your. Face!"

The kaiju's eyes narrowed as he let out a muffled growl, renewing his struggles against his bonds.

"Bravo, girls!" Rarity said as she, Pinkie and Fluttershy trotted over to join their triumphant duo. "That was a superb performance!"

"Yep," Rainbow boasted, turning to her friends while rubbing a hoof against her chest. "It's all part of being awesome." This got a round of eye-rolls from the group, but before anypony could comment, motion behind Rainbow caught their attention, causing their eyes to widen in alarm.

While Godzilla was restrained, his tail wasn't.

"Rainbow, look out!" Pinkie Pie cried, just as the tail started descending.

Startled by her friend's outburst, Rainbow quickly looked over she shoulder. When she saw the tail coming down on top of her, she let out a yelp, quickly covering her head with her hoofs, and closing her eyes. She tensed, waiting for the inevitable pain. After a few seconds, however, she realized that the pain hadn't come. She slowly reopened her eyes, and saw the tail mere inches from her head. Blinking a few times, Rainbow noticed that there was a purple aura around it.

"Rainbow Dash, are you okay?"

The pegasus looked up at the source of the voice and saw Twilight slowly descending from the air, her horn aglow. She looked back at Godzilla, seeing that Twilight's magic had encompassed the stallion's entire body, not just his tail. The monster pony in question was completely immobilized, except for his eyes, which were darting around in bewilderment.

Letting out a relieved sigh, Rainbow took a few steps away from the frozen tail that was aimed at her, before turning to purple alicorn as she touched down onto the ground next to her. "Thanks, Twilight," she said gratefully. "That was a little too close."

Twilight gave her a smile, relieved that her friend was all right. She cast a quick glance to the others, all looking a little shaken, but otherwise unharmed. The smile shifted to a frown as she turned to Godzilla, whose wild eyes were now trained on her. She cautiously approached him, stopping a couple feet away from his head, lowering her neck until she was eye-level with him.

"Look," she said sternly, "I don't know how, or why things escalated like this, but I won't have you hurting my friends over some kind of misunderstanding. Now, because you saved Spike, I'm willing..."

Whatever she was saying was lost on Godzilla at this point, as he was more focused on why he was unable to move. He noticed that his vision was filled with the faintest purple glow, the same light that enveloped the horn of the pony before him. Memories from a particular battle flashed through his mind: a blue-scaled clone of him; massive shoulder crystals emitting a bright glow that surrounded Godzilla's form, immobilizing him; being thrown through a building by telekinesis. These memories prompted the kaiju to double his efforts to break free.

"Hey!" Twilight snapped, feeling the increased pressure on her magic, as well as seeing Godzilla visibly struggle against his bonds. She poured more magic into her spell. "Stop fighting me! I'm not letting you go until you calm down!"

Her words once again fell on deaf ears, as the stallion's mane, tail, and beard started to glow blue again. The rope around his muzzle suddenly caught fire from the heat coming from the lit facial hair. Within seconds, the burning coils snapped, allowing Godzilla to open his jaws a bit with a menacing growl, light pouring our from between his fangs.

"Twilight!" Applejack said alarmingly.

Instead of responding, the alicorn focused on her spell, grunting as she tried to force Godzilla's mouth closed. A small part of her mind couldn't help but marvel at how taxing the task was. Even before her ascension, her magic was strong enough to levitate an Ursa Minor. Now, she was starting to sweat as she pushed the monster pony's jaws together inch by inch.

Suddenly, to everypony's surprise, the light in his mouth quickly receded back down his throat, and the glow in his hair faded to nothing. For a minute, they were relieved, thinking that maybe Godzilla had conceded. That relief quickly turned to confusion as they saw a faint glow coming from the center of the stallion's body. Confusion turned to concern as the ball of light grew in intensity and started spreading outward, until his entire body was glowing blue.

Twilight, meanwhile, had gone from concerned to panicked. As the light grew brighter, so did the intense pressure pushing against her magic. "G-girls!" she stuttered out, trying to hold back the power that was building. "Get... back! I think... I think he's going to-"

Just then, before anypony could do anything, the light coming from Godzilla exploded outward, the shockwave destroying Twilight's field and causing her to black out from the magical backlash. She, along with the rest of her friends, were knocked off their hooves, and thrown several meters, before crashing haphazardly to the ground.

A minute later, Godzilla rose to his hooves, his restraints incinerated by his nuclear pulse, and he let loose a triumphant roar. As the cry echoed, he turned his attention to the fallen ponies strewn along the ground; they were slowly starting to stir. His eyes fell upon the purple pony who had temporarily trapped him; she was still unconscious. Eyes narrowing, he stomped towards her, a snarling grimace forming on his lips.

Applejack, being one of the most durable of the group, was the first to shake off the daze from the shockwave. Blinking her eyes, her vision cleared, letting her see Godzilla making his way towards Twilight. Gritting her teeth, she forced herself onto her hooves, ignoring her body's protest. Staggering for a moment, she quickly righted herself as she charged the behemoth. Not far from her, Rainbow was next to regain her senses. Seeing the same thing as the farm pony, she frantically flapped her wings, getting herself airborne. She swayed a bit with the sudden change in altitude, but she shook it off and made a beeline for the stallion.

Seeing motion in his peripheral vision, Godzilla turned his head to see the two ponies barreling towards him. Seeing Rainbow was closest, he swung his tail in a wide arch. Rainbow, seeing the attack coming, veered out to avoid it. Unfortunately, she hadn't fully recovered from that last attack, so she wasn't able to fully clear his tail, which clipped her wing, sending her into an uncontrolled spin. She hit the ground with a couple of bounces. Godzilla then turned his attention to Applejack, his hair lighting up, but the smaller earth pony, putting on an extra burst of speed, closed the distance between them, and threw herself into his broad foreleg. The force of the tackle caused his leg to buckle, bringing his upper body closer to the ground.

Before he could push himself up again, Applejack was already introducing her hind legs, Bucky McGillicuddy and Kicks McGee, to his face; the power behind the kick was enough to make him see stars. The farm pony didn't stop there, delivering buck after buck to the stallion's head, intending to knock the monster pony out. Each kick left a bruise, light cuts on his skin, and even a few cracked teeth, but Godzilla had yet to lose consciousness. After nearly two dozen kicks, Applejack was starting to lose momentum. Having barely recovered from that shockwave, combined with pouring every ounce of strength she had into each kick, she was getting tired.

Finally, Applejack faltered, having to pause a moment to catch her breath. That was all Godzilla needed, because when she threw another kick at him, he was able to get his jaws open and snap them onto one of her legs.

Applejack screamed when she felt his sharp teeth pierce her flesh. She desperately tried to pull her leg free, whilst kicking at his mouth with her other leg, but Godzilla's jaws were like a steel trap; they could not be budged. With nothing impeding him now, the kaiju-turned-pony was able to push back up to his full height, pulling the farm pony off her front hooves. She hung from his teeth by her now bleeding leg. She tried to pull herself up, to try and pry his jaws loose with her hooves, but, seeing this, Godzilla started shaking his head violently from side to side, flinging the poor pony around like a dog does with a chew-toy. Applejack cried out in agony as she was flung back and forth, each jerking motion bringing a fresh wave of pain through her leg. If this kept up, her leg would be dislocated... if not completely torn off.

Thankfully, for Applejack, Godzilla's thrashing came to a halt, courtesy of a blue beam of magic striking him in the neck. He looked at the white unicorn who assaulted him, letting Applejack hang limply in his teeth.

"Release her, you beast!" Rarity screeched, firing several more blasts at his head, making him flinch. The stallion obliged her, roughly flinging the apple farmer aside. Applejack bounced along the ground a couple times, leaving bloody splatters in the dirt, before coming to a stop. Moaning painfully, she weakly clasped at her wounded leg, not getting up anytime soon.

Godzilla turned his attention back to Rarity, whose sudden bravado was nearly squashed by the wrathful glare directed at her. She felt like prey cornered by a stalking predator, which wasn't too far from the truth. Her inner pony instincts were telling her to flee, to gallop as far as her hooves could carry her. But to do so would mean abandoning her friends, and she wouldn't allow herself to do that.

Behind her, Pinkie was desperately trying to revive the unconscious alicorn in her hooves. "Wakey, wakey, Twilight!" she said, shaking her friend by the shoulders, while looking back and forth between her and the approaching behemoth. "We could really, _really_ use some powerful magic right about now! Pretty please, with extra sugar on it?!"

As Godzilla stomped closer, Rarity swallowed her fear and kept herself between him and them, although she couldn't keep her legs from trembling. She kept her horn lit, for all the good it would do. She knew that she was nowhere near as strong with magic as Twilight, but she would do her best to protect those she cared deeply for.

Godzilla stopped a few feet before her, his hair starting to glow. He opened his mouth, the light building in the back of his throat promising death. He then reared his head back, and then brought it forward-

"STOP IT!"

-He froze, the light from his attack quickly diminishing as he found himself staring into a pair of intense-almost frightening-turquoise eyes.

"You stop hurting my friends, buster! And I mean [i]now[/i]!" Fluttershy fiercely scolded. She now hovered in front of Godzilla's muzzle, unleashing the full power of The Stare on him.

Rarity heaved a sigh of relief as she let her magic fade. Godzilla had gone completely still, even his tail had frozen in mid-thrash. His eyes were wide, the pupils contracting to the size of pinholes, no doubt thanks to the effects of Fluttershy's ultimate weapon for misbehaving creatures.

"Whoo-hoo! Yay, Fluttershy!" Pinkie cheered, still cradling Twilight with one foreleg, while hoof pumping with the other. "Way to show the big meanie pants who's boss!"

"Pinkie, dear, please don't break her concentration," Rarity gently warned. "Just focus on waking Twilight, and I will see to Applejack and Rainbow Da-"

A sudden growl and a surprised gasp cut her off. She looked back to Fluttershy and Godzilla, and what she saw made her eyes widen.

Godzilla's eyes had narrowed slightly, and his pupils were slowly returning to normal size. His tail had started swaying again, but the biggest shock to the ponies was when he raised a shaky hoof, and took a step forward. At the same time, Fluttershy slowly floated backwards a bit with a small whimper.

"Uh-oh," Pinkie squeaked.

"That's... impossible," Rarity whispered, horrified.

By now, Rainbow was back on her hooves. She watched in shock as Godzilla took another trembling step towards Fluttershy, who bravely kept eye contact with the monster pony, even as she slowly retreated to keep distance between them.

"Damn," Rainbow cursed. "Not even The Stare is stopping him." She roughly tapped a hoof against her head, trying desperately to come up with a plan. So far, everything she and her friends threw at this stallion failed to keep him down. So, the only thing that could save them now, was to knock Godzilla out. But, the behemoth had proven to be pretty tough, able to withstand even Applejack's barrage of bucks hitting him in the face. They would need something stronger to...

Rainbow's eyes widened, a smile breaking across her face as it came to her. "That's it!"

With that, she snapped her wings open, ignoring the lingering sting from the one that received the tail-whip. With a single beat of her wings, she shot into the air, and she immediately made a beeline for the clear blue skies above.

"Where is she going?!" Rarity asked alarmingly, watching as Rainbow Dash continued flying up, her form shrinking rapidly, until she was gone from sight. "In case she has forgotten, we still have a crisis on our hooves!" she pointed out, looking towards the still approaching Godzilla.

"Don't worry, Rarity," Pinkie replied. "Rainbow Dash will be back reeeeeaaaaal soon!"

* * *

Rainbow flapped her wings furiously, flying higher and higher into the sky. She cast a glance over her shoulder; by now, Ponyville was a mere speck on the ground below.

"Okay, tough guy," she muttered through gritted teeth. "Let's see how you handle _this_!"

With that declaration, Rainbow veered up, pulling off a couple of loop-the-loops to increase her already incredible speed, before going into a dive. Extending her hooves, while pulling her wings in close, she rocketed back towards Ponyville. Within seconds, she was surrounded by a growing cone of air.

* * *

Fluttershy did her best to ignore the burning in her eyes, which had gone dry by now, as she continued to stare at Godzilla. The large pony's face had regained it's snarling grimace, but she still managed to maintain eye contact with him. She didn't dare risk blinking, otherwise the trance the behemoth was barely in, would be broken, and then she and her friends would be in trouble.

The main effect of The Stare, was to overwhelm those caught in it with paralyzing guilt, making them feel bad for past wrongs they had committed.

There was another effect, one that affected Fluttershy.

It is said that the eyes are the window to one's soul. While using The Stare, Fluttershy was able to "see" into their soul, and feel their emotions, just like she was doing with Godzilla now.

Of course, the overall emotion she was feeling was rage. It practically engulfed her like a beast swallowing a morsel. It was all she could do not to run far away, and find someplace to curl up into a ball and cry. But underneath the violent anger, there were other emotions, one's that greatly contrasted with the overpowering feeling.

There was pain, loneliness, and... loss.

...

Recent loss.

This caused Fluttershy to finally blink.

She was faintly aware that she had tears trailing down her cheeks, but that was not her immediate concern at the moment. Godzilla, free from The Stare's effects, shook his head violently. While terrified, Fluttershy noticed droplets flying from the massive pony's face. However, she didn't have time to dwell on it, as her vision was soon filled with serrated teeth. The timid pegasus cried out, both of the frightening sight, and of the tingling sensation that suddenly enveloped her body.

With a quick mental yank, Rarity pulled her friend, who was now safely secured in her magic, away from Godzilla, his teeth snapping mere inches from her nose, and into her waiting hooves. The unicorn didn't have time to inquire if Fluttershy was okay, though, because Godzilla was once again focused on them, his hair beginning to glow. Rarity quickly summoned her magic again, preparing to do what she could to prevent the attack the behemoth was preparing to unleash.

"No!" Applejack cried, seeing her friends in danger. She desperately tried to get to her hooves, but as she put pressure on her injured leg, the pain caused her to buckle, and she fell to the ground again. She could only look on, helplessly, as both sides prepared to fire.

 ** _BOOOOOM!_**

Godzilla and the ponies paused at the sudden, resonating sound. They turned their attention skyward, where they immediately saw an expanding ring of rainbow colors. Even in his enraged state, the kaiju couldn't help but stare in awe at the beautiful sight.

He was so entranced by it, that he didn't notice the rapidly approaching multicolored stream. What he did see, was a pair of cyan hooves as they slammed into his muzzle with incredible force. The impact knocked his head back, making him take several staggering steps backwards, a grunt of pain escaping his lips. By the time, he was able to stop himself, a super accelerated Rainbow Dash had already veered around and was delivering another speed-enhanced blow to his body. Not giving him a chance to recover, she followed up with another, and another, and another, striking him on the head, legs, and body, multiple times, keeping him off balance.

Finally, after actually bringing him down to his knees, Rainbow pulled straight up into the air. After climbing over a mile in a matter of seconds, she shot a u-turn, leaving an arching rainbow trial behind her, and she gave a battle cry as she dived towards her dazed opponent.

* * *

"Okay, Spike, you got this."

The young dragon repeated this mantra as he stood on the windowsill. He had one claw gripping the side of the window to keep his balance, and in the other, he held his basket. Being unable to escape from the room through the door, Spike's only option was the window. His plan was simple: jump and use his bed as a cushion for the fall.

Now, as he looked down from the dizzying height, he was having doubts.

However, the occasional sound of battle occurring in Ponyville helped strengthen his resolve. "Come on, Spike, you gotta do this! For your friends, for Godzilla," he reasoned with himself. With that he took a deep breath and leaned out the window. "Okay, on the count of three. One... two..."

Before he could get the last number out, a huge tremor shook the castle, startling Spike, and making him lose his grip on the window. He screamed as he plummeted towards the ground. As he fell, he quickly remembered his basket still clutched in his other claw. He managed get it under him just as he hit the ground. The combination of the impact, the height of the fall, and Spike's weight caused the basket to splinter into pieces, but it did its job of softening the little drake's landing... somewhat. Even with the cushion, the fall was still pretty jarring for Spike. He laid there for a couple minutes, waiting for the pain to pass, before pushing himself to his feet.

"Piece of cake," he groaned, gently rubbing his head. He cast a mournful glance at the remains of his bed, before picking up the tiny mattress, which was leaking stuffing from newly formed rips. "Don't worry, my friend," he sniffled somberly, "I'll make sure your sacrifice wasn't in vain."

Letting the remnants fall to the dirt, Spike set to locating his friends. He quickly spotted a rainbow-colored mushroom cloud over the rooftops a few blocks away.

"Definitely Rainbow Dash," he said. With a clear direction to go, he made his way to where he was sure he would find his friends and Godzilla. It wasn't as fast as he would've like, however, because of the fall, and his previous injuries, his movements were greatly impeded. Nevertheless, he hobbled as quickly as he was able, pushing past the pain.

He could only hope that he wasn't too late.

* * *

Twilight awoke with a coughing fit, the taste of dirt on her tongue. She cracked her eyes open, only to close them again as dirt got into her eyes. Swiveling her ears, she could hear her friends close by, coughing like she was. She opened her eyes again, blinking rapidly to clear the tears that had formed. When she could finally see again, she saw that she was being held by Pinkie, and Rarity and Fluttershy were standing a few feet away, holding hooves to their mouths. In front of them, the air was filled with dirt and multicolored smoke.

"Wha...?" she croaked, getting Pinkie's attention.

"Oh! Hey there, sleepyhead!" the party pony cheerfully greeted.

Hearing Pinkie's words, Rarity and Fluttershy turned around. Seeing Twilight awake, they gasped and quickly came to her side.

"Twilight! Oh, what a relief."

"Are you okay?"

"Ugh... not really," Twilight moaned. Now that she was conscious, she became aware of the splitting headache she had. She gingerly rubbed at the base of her horn. "My horn hurts. Magical backlash from... whatever Godzilla did." Mentioning the monster pony's name reminded her of the situation. She looked about. "Where is Godzilla? And Applejack and Rainbow Dash?"

Instead of answering, the rest of the ponies returned to the dissolving smoke. A minute later, it completely cleared, letting them see the epicenter.

Godzilla was flat on his stomach in the center of a mini crater, his massive legs splayed out around him. His head was on the ground, and his eyes were closed; he appeared to be unconscious. All along his body, there were dark patches on his fur, indicating the multiple bruises he received from Rainbow's assault.

Sprawled out on his back was the pegasus in question, who groggily lifted her head to survey her handiwork. Seeing the behemoth out cold brought a triumphant grin to the pegasus's face. She flapped her wings, dizzily lifting off of his back before flying over to her friends.

"My goodness, Rainbow Dash," Rarity said in awe. "You did it!"

"Of course, I did," Rainbow replied, her usual cockiness already front and center. "I honestly don't know why you're surprised." She set down on the ground, where she instantly gave a hissing wince. She lifted her front hooves, letting everypony see that they were chipped and bruised. "Though, I have to admit, the big guy's got some seriously tough skin."

"Hey, if y'all ain't too busy..." The group of friends turned to see Applejack still on the ground. "Ah could really use a hoof here." Instantly, Rarity and Fluttershy rushed to the farm pony's side. Working quickly, the former used her magic to rip some strips of fabric from an awning of a nearby vendor's table, which the latter used to make an impromptu bandage to wrap around Applejack's injured leg.

"So, can somepony fill me in on what happened?" Twilight asked, looking to Pinkie and Rainbow, while casting an occasional glance to the fallen behemoth.

"Do you want the long version or the short version?" Pinkie asked.

"Uh, the short?"

"After Big G did his 'explode-y' thing and you passed out," Pinkie started, "Applejack tried kicking like he was an apple tree, but that didn't work. Rarity blasted him with magic, but that didn't work. Fluttershy tried The Stare, and it kinda worked, but not for very long. I tried to shake you awake so you could use your magic on him, but that didn't work. Then, Rainbow used her Sonic Rainboom and-"

"And it _totally_ worked!" Rainbow finished smugly, flapping her wings to hover, keeping pressure off her bruised hooves. "So, what now, Twilight?"

"Well, we should probably get yours and Applejack's injuries treated," Twilight suggested. "But we also need to contact Princess Celestia and Princess Luna and ask for them to come here, as soon as possible. There's no telling how long Godzilla will be unconscious, and we might need their help containing him."

"Twi, please," Rainbow scoffed. "I hit him, _many_ times, using a _Sonic Rainboom_. There's no way-"

A faint, audible growl filled the air, causing the ponies' eyes to widen.

"There's... no... way," Rainbow muttered in shock, slowly turning, along with her friends, towards the giant pony.

Much to their horror, Godzilla's eyes slowly blinked open, his golden irises locking onto them. He lifted his head up and shook it, another growl escaping his throat. He pulled his legs in and planted his hooves on the ground, and preceded to push himself up. About halfway, however, he grunted in pain and fell back down.

"Looks like that last attack took a toll on him," observed Twilight, noticing that he was breathing a little heavier now. When Godzilla attempted to rise again, she tried casting a spell, but all she got were a few sparks from her horn, and her headache flared up again. "Ugh, it's no use. I can't summon any magic yet."

"Don't worry, Twilight," Rainbow said, eyes narrowing in determination. "Another Sonic Rainboom should knock him out for sure."

"Rainbow Dash, no! Your hooves-"

"My hooves are the least of our problems right now," she argued, cutting across the alicorn's words. "As long as this guy's conscious, we're in trouble!"

With that, Rainbow was off like a shot, flying straight up into the sky above.

Little did she know, Godzilla's eyes followed her as she took to the air. When she was gone from sight, he once again attempted to lift himself. His body protested the movement, but he ignored it, pushing further onto his legs than in his previous attempts. As he rose, the kaiju's hair began to glow.

Recognizing the light as a warning, Twilight turned to Pinkie. "We need to run!" she said. She then turned to where the others were. Rarity and Fluttershy were on either side of Applejack, supporting her body with theirs. "Girls! Take cover!"

They nodded in acknowledgment, turning as one, the unicorn and pegasus helped their injured friend move in the opposite direction of the monster pony. Seeing this, Twilight turned, and locked eyes with Pinkie. The party pony nodded, receiving the unspoken message, and the two turned tail and galloped away. The young princess looked over her shoulder and saw that Godzilla had risen to his full height, his mane and tail still glowing blue. But he had yet to launch an attack.

 _What is he waiting for?_

A few seconds later, Twilight got her answer, when another rainbow ring appeared in the sky, signifying the Sonic Rainboom. Godzilla watched the phenomenon carefully, and this time, he spotted the colorful trial blazing towards him. Throwing his maw in the direction of the approaching target, he unleashed his atomic breath, and the beam collided with an unsuspecting Rainbow Dash.

The prismatic pegasus screamed in pain at the intense heat that had engulfed the front half of her body. Acting on instinct, she flung herself to the side and was able to escape the blue fire. Unfortunately, thanks to the Rainboom, she was still flying at a high speed, and she had closed her eyes to avoid getting them burned, so now, she was flying blind.

Thus, she was unable to prevent herself from flying face-first into the ground at breakneck speed, kicking up a huge cloud of dust.

"RAINBOW DASH!" Pinkie Pie screamed. Still galloping away, she stuck out her hoof, immediately grabbing onto a tree she was passing, and used it to turn herself around. She zipped past Twilight and made a beeline for the dirt cloud.

Twilight herself had come to a complete stop, but did not follow her pink friend. She stood there, frozen in horror at just witnessing Rainbow smash into the ground.

Reaching the cloud, Pinkie twisted around and spun her tail rapidly, giving it the appearance of a pink fan. With it, she blew the dust away, giving her a clear view of Rainbow Dash... except she wasn't there. Instead, there was a pony-sized hole in the ground. Pinkie ran up to the hole; it looked as though it was several feet deep, because she couldn't see her cyan friend. She stuck her head in and screamed, "Rainbow Dash!"

All that answered was her echo.

Nearby, the rest of her friends, fearing the worst, quickly gave into despair. Fluttershy collapsed onto the ground crying into her hooves. Rarity covered her mouth with her hoof, muffled sobs escaping her lips as tears formed in her eyes. Applejack gritted her teeth and squeezed her eyes shut, trying to keep herself from losing it. Even so, the earth pony was unable to stop a few drops of liquid from escaping the corners of her eyes.

Meanwhile, Twilight remained rooted in place, numbly looking at the hole that Pinkie kept calling down. She stared at it, hoping for Rainbow Dash to emerge any minute now, letting everypony know that she was okay. But the longer she stared at it, with no sign of the pegasus, the more her hope began to give way to dread. What if Rainbow Dash was...

Twilight tried to banish that thought, not wanting to think it, nor to believe it. After all, Rainbow has had more than her fair share of crashes and survived every time. But, this time, she had been flying twice as fast due to the Sonic Rainboom. Even if Godzilla's beam had slowed her momentum, hitting the ground at such a speed, there was a high probability that Rainbow Dash was...

She turned her to Godzilla with narrowing eyes. The large pony was lightly huffing, showing that he was still winded from Rainbow's last assault. The numbness Twilight felt before was soon replaced by anger.

"How dare you..." she whispered, her words carrying an edge, like tempered steel..

The last time she felt such anger, was in her fight against Tirek, right after he cruelly destroyed the Golden Oak Library, her home. But the behemoth before her did something far worse than the evil centaur did.

He hurt her best friends.

" _ **HOW DARE YOU?!**_ " she screamed, inadvertently triggering the Royal Canterlot Voice. Her purple eyes glowed white, and her horn glowed even brighter as she summoned her magic. This caused the pain her headache to double, but she ignored the pain, her focus on one thing.

Her powerful words echoed across the area, gaining everypony's attention, including Godzilla's.

Before the stallion could do anything other than look at her, the alicorn had already launched a concussive spell. While it may not have been as powerful as when she had the power of four princesses combined, the blast that impacted against his shoulder was strong enough to knock him back a couple steps, and tear out a small chunk of his flesh.

Godzilla let out a loud screech of agony as blood flowed from the freshly made wound. Not giving him a chance to retaliate, Twilight flapped her wings and got airborne, already firing another spell. This one packed the same punch as the first, putting a bloody gash on the pony's thick leg and causing it to buckle. He was able to catch himself before he fell, but let out another pained roar as another beam hit him, this time in the side. Gritting his teeth, Godzilla pushed back the pain, igniting his own power and looking for his opponent. Spotting the purple pony in the air behind him, he managed to spin around and launch his own attack.

Before it could hit her, Twilight disappeared in a purple flash, the beam striking nothing but air. She reappeared behind him, and the monster stallion was quickly enveloped in her aura. Then, with a strained grunt, she threw her head skyward, and, in an incredible show of magical strength, the bewildered beast was tossed straight up into the air. When he was several meters up, Twilight teleported again, this time appearing above Godzilla, and with her horn already ablaze, she launched another concussive blast that sent the stallion rocketing back down. He slammed into ground with such force, that it kicked up a large amount of dirt, obscuring him from view.

Twilight landed nearby, her legs nearly buckling. By now, the young alicorn was breathing heavily from using so much magic in her condition; it was a wonder she didn't pass out right then and there. Her eyes continued to glow, and she watched as the dust settled, revealing Godzilla at the bottom of another shallow crater.

A moment later, much to Twilight's anger and frustration, the monster pony stirred. He then slowly brought his head up from the ground and matched her glare with his own. His body trembled from exhaustion and his breathing was just as haggard as hers. He appeared to finally reach his limit.

 _This ends... now!_ Twilight thought with finality. Summoning all the magic she had left, she quickly gathered it into her horn. A tiny, purple ball of condensed energy formed at the tip of her horn, slowly growing in size. She saw Godzilla's hair ignite, but it was a dim glow that seemed slower than before. Most likely, his body was still recovering. Realizing this was chance, Twilight concentrated, her magic gathering quicker in response. This, of course, caused her already painful headache to flare into an excruciating migraine, but she endured, intending to put an end to this fight now.

By the time she finished, the energy sphere at the tip of her horn had grown to the size of a beach ball. Believing it to be enough, she reared her head back and then forward, launching the massive blast at the monster stallion...

"Twilight, stop!"

...and at the tiny purple dragon now in front of him.

The light in Twilight's eyes blinked out, revealing her violet eyes, which were wide in horrified shock. Spike, who seemed to appear out of nowhere, had thrown himself between her and Godzilla, who now looked equally as shocked by the young drake's sudden appearance.

Time seemed to slow to a crawl as Twilight helplessly watched the energy she just unleashed barrel towards her little brother.

* * *

When Spike finally made it to where his friends and Godzilla were fighting, he soon realized that he had been too late.

He saw Rarity and Fluttershy huddled around an injured Applejack. All three of them were crying in sorrow. He spotted Pinkie, who had her head down a hole and shouting into it. A couple seconds later, the party pony jumped into hole, disappearing from sight. Rainbow Dash was nowhere to be found. He saw Godzilla standing, covered in bruises. And finally, he spotted Twilight, seemingly frozen in place, a faraway look on her face.

Then, Twilight suddenly screamed out, her voice reaching a level he'd never heard from her before. In the next instant, she was on the warpath, striking Godzilla with magic, actually making him bleed. To say that the little dragon was shocked by this was an understatement. Never before had he seen his big sister attack so violently.

Finally, he couldn't take anymore. He had to stop this. When Twilight started charging up that huge ball of energy, he started running towards her and Godzilla.

His plan was simple: put himself in the middle. He knew that Twilight didn't want him to get hurt. So, by putting himself between her and Godzilla, she would either stop her attack, or divert it away from both of them.

Logically, it was a good plan.

However, as he threw himself in front of Godzilla, arms wide in a shielding motion as he called to Twilight, he quickly found out that, once again, he was too late... for Twilight had already unleashed the magic.

Having no time to lament his mistake, the pulsing ball of energy quickly closing the distance between them, Spike pulled his arms back in, putting them over his head protectively. He squeezed his eyes shut and braced himself.

* * *

When the sphere impacted, it exploded in a blinding flash of light, forcing Twilight to shut her eyes. The shockwave that immediately followed the blast instantly knocked her off her hooves. She laid on the ground, temporarily winded, her ears slightly ringing from her close proximity to the explosion.

After a few minutes, she blinked her eyes open, her vision going through various levels of blurriness. When everything finally cleared up, all she saw was a billowing cloud of smoke in the place where she last saw Godzilla, and-

"Spike!" she cried out, panic overcoming her senses. Ignoring her body's protest, she forced herself onto her hooves. She was fatigued, and her magic was all but completely drained. It was a miracle that she was still conscious. But her own well-being was not her immediate concern. She watched on bated breath as the smoke began to disperse, both hopeful and fearful of what she would see.

When the smoke finally cleared, she gasped in horror.

* * *

Spike was a little confused.

Barely a second after closing his eyes, he heard the magic explode, and he even saw the flash through his eyelids. A few seconds later, his lungs were filled with smoke, causing him to choke. But he didn't feel the intense pain he had been expecting.

As he coughed to clear his lungs, he just barely heard Twilight call his name. The little dragon sniffed the air, noticing the smell of smoke was already beginning to fade. But there was something else he smelled that made his nose crinkle; it smelled like something was burnt. He slowly peeled one eye open, then the other, and looked down at himself, but aside from the injuries he already had, he didn't appear to have any new wounds.

It was as he looked around, that he noticed the four massive hooves that surrounded him from all sides. Looking up, he saw, and recognized, the huge, charcoal-gray torso they were attached to.

"Godzilla!" said Spike, a smile breaking across his face. The young drake instantly surmised that the behemoth pony had protected him from the blast. "You saved me! Again!"

The response he got in return was not in words, but in a slightly gurgled chuff.

"Godzilla?" Spike asked, growing concerned. He then noticed that the giant pony's breathing was heavy and ragged. The dragon waddled out from under his protector, moving around to get to his front side. "Godzilla? Are you all-" The last word died on his tongue as he gaped in shock.

Twilight's spell had left a huge, circular gash in Godzilla's chest. The circumference of the wound was roughly the size of a wagon wheel. The outer edge of flesh had been cauterized, while the center was still soft, gelatinous, and gushing blood.

Barely able to tear his eyes from the grotesque sight, Spike looked up at Godzilla's face. More blood seeped from the corner's of the stallion's mouth as he breathed, staining parts of his light gray beard red. The pony let out another choked chuff, more of the red fluid flying out of his mouth and splattering onto the ground.

"No," Spike whimpered.

Godzilla turned his head at the voice, locking his golden eyes with Spike's emerald ones. The little drake saw that the rage and fury was gone now. All that remained now was the calm and gentleness that Spike had seen before this whole mess happened.

A few seconds later, the colossal stallion cracked a small, albeit bloody, smile.

Then his eyes rolled up into his head, and, with a low groan, Godzilla keeled over.

Spike could only gasp in horror as the large pony collapsed into a heap onto the ground.

"GODZILLA!"


End file.
